Common use of Non-Contravention; Consents Clause in Contracts

Non-Contravention; Consents. Assuming the delivery of the Parent Consent, and any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL and any filing, notification or approval in any jurisdiction required by Antitrust Laws, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation incorporation, certificate of formation, operating agreement or bylaws (or other applicable organizational documents) documents of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover lawsTakeover Laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust LawsLaws in those jurisdictions identified in Part 6.2(c) of the Company Disclosure Schedule, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of the stockholders of the Parent’s stockholders ultimate parent is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent Consent, and any applicable filing, notification or approval in any jurisdiction required by Antitrust LawsHSR Act, the execution execution, delivery and delivery performance of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation by Parent and Purchaser of the Transactionstransactions contemplated by this Agreement, will not: (a) cause result in a breach or violation of of, or default under, any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) of Parent or Purchaser; (b) cause result in a breach or violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict withwith or without notice or lapse of time or both, result in a breach or violation of, a termination (or constitute a right of termination) or default under, any change in or acceleration or creation of any obligations or the creation of any Encumbrance on the part assets of Parent or Purchaser under any provision or change or loss of rights pursuant to, any Contract, exceptin each case, that would be binding upon Parent or Purchaser, except as, individually or in the case of clauses “(b)” and “(c)”aggregate, for such conflicts, violations, breaches or defaults as would not reasonably be expected materially and adversely affect Parent’s or Purchaser’s ability to have a Parent Material Adverse Effectconsummate the Transactions. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)Act, blue sky Legal Requirements and state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any jurisdiction required by Antitrust Lawsthe rules and regulations of NASDAQ, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice or report to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution execution, delivery and delivery performance of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or and the other TransactionsTransactions contemplated hereby, other than such filingsexcept those that the failure to make or obtain, notifications, approvals, notices individually or Consents that, if not obtained, made or givenin the aggregate, would not reasonably be expected materially and adversely affect Parent’s or Purchaser’s ability to have a Parent Material Adverse Effectconsummate the Transactions. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactionstransactions contemplated by this Agreement.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentDGCL, the HSR Act, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable equivalent organizational documents) documents of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) require any consent or notice under, conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL and any filing, notification or approval in any jurisdiction required by Antitrust Lawsthe HSR Act, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on or cause or permit the part termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Parent or Purchaser is entitled under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL DGCL, or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and or the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or PurchaserMerger Sub; (b) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement or order applicable to Parent or PurchaserMerger Sub, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser Merger Sub under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)Act, state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Merger Sub or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent Consent, and any applicable filing, notification or approval in any jurisdiction required by Antitrust LawsHSR Act, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL and any filing, notification or approval in any jurisdiction required by Antitrust Lawsthe HSR Act, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentExchange Act, the DGCL, the HSR Act, if applicable, and any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactions, will not: (a) conflict with or cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or PurchaserMerger Sub; (b) conflict with or cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement Requirements or order applicable to Parent or PurchaserMerger Sub, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser Merger Sub under any provision of any Contract, except, in the case of clauses “(b)” ) and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any jurisdiction required by Antitrust LawsLaws in those jurisdictions identified in Schedule 5.3(c), neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Merger Sub or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. No vote of Parent’s stockholders stockholders, or of any equity holders of any Affiliate of Parent, is necessary to approve this Agreement or the CVR Agreement or any of the TransactionsTransactions that has not already been obtained as of the date hereof.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent Consent, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserBuyer, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or PurchaserBuyer; (b) cause a violation by Parent or Purchaser Buyer of any Legal Requirement or order applicable to Parent or PurchaserBuyer, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser Buyer under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Buyer Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)Act, state takeover laws, the DGCL and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor PurchaserBuyer, nor any of ParentBuyer’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Buyer or the consummation by Parent or Purchaser Buyer of the Offer, Merger and the Merger or the other Transactionstransactions contemplated hereby, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Buyer Material Adverse Effect. No vote of ParentBuyer’s stockholders equityholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactionstransactions contemplated by this Agreement, other than those which have been previously obtained.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or PurchaserMerger Sub; (b) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement or order applicable to Parent or PurchaserMerger Sub, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser Merger Sub under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Merger Sub or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or and the other Transactionstransactions contemplated hereby, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders equityholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactionstransactions contemplated by this Agreement, other than those which have been previously obtained.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming the delivery Except for violations and defaults that would not materially and adversely affect Parent’s or Acquisition Sub’s ability to consummate any of the Parent Consent, and any applicable filing, notification or approval in any jurisdiction required transactions contemplated by Antitrust Lawsthis Agreement, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaseror Acquisition Sub, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) of Parent or PurchaserAcquisition Sub; (b) cause a violation by Parent or Purchaser Acquisition Sub of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subjectAcquisition Sub; or (c) conflict with, result in a breach of, or constitute cause a default on the part of Parent or Purchaser Acquisition Sub under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effectcontract. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover lawsAct, the DGCL and any filing, notification the HSR Act or approval as set forth in any jurisdiction required by Antitrust LawsSection 4.4 of the Company Disclosure Schedule, neither Parent nor Purchaser, or Acquisition Sub nor any of Parent’s other Affiliates, Affiliates is required to make any filing with or give any notice to, or to obtain any Consent consent from, any Person at or prior to the Closing Date in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Acquisition Sub or the consummation by Parent or Purchaser Acquisition Sub of any of the Offertransactions contemplated by this Agreement, except where the Merger failure to make any such filing, give any such notice or the other Transactions, other than obtain any such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, consent would not reasonably be expected materially and adversely affect Parent’s or Acquisition Sub’s ability to have a Parent Material Adverse Effectconsummate any of the transactions contemplated by this Agreement. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactionstransactions contemplated by this Agreement.

Non-Contravention; Consents. Assuming the delivery (a) Except as set forth in Section 3.4(a) of the Parent Consent, and any applicable filing, notification or approval in any jurisdiction required by Antitrust LawsDisclosure Schedule, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub does not, and the consummation by Parent and Merger Sub of the Transactions, will not: (a) cause a violation of any of Contemplated Transactions and the compliance with the provisions of the certificate of incorporation or bylaws Agreement by the Parent will not, (or other applicable organizational documents) of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (ci) conflict with, or result in a any violation or breach of, any provision of the Parent Charter or Parent Bylaws or of the charter, bylaws, or other organizational document of Merger Sub, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Encumbrances on Parent’s or Merger Sub’s assets under, any of the part terms, conditions or provisions of any Parent Charter, Parent Bylaws, Parent Material Contract or other agreement, instrument or obligation to which Parent or Purchaser under any provision of its Subsidiaries is a party or by which any Contractof them or any of their properties or assets may be bound, exceptor (iii) subject to obtaining Parent Stockholder Approval and subject to the consents, approvals and authorizations specified in clauses (i) through (v) of Section 3.4(b) having been obtained prior to the Effective Time and all filings and notifications described in Section 3.4(b) having been made, conflict with or violate any Law applicable to Parent or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses “clause (b)” and “(c)”, ii) of this Section 3.4(a) for any such conflicts, violations, breaches breaches, rights of termination, Encumbrances, penalties, defaults, terminations, cancellations, accelerations or defaults as losses that have not had, and would not reasonably be expected to have result in, individual or in the aggregate, a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL and any filing, notification or approval in any jurisdiction required by Antitrust Laws, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with: (i) the delivery applicable provisions of the Parent ConsentHSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and (ii) the Communications Laws, including the receipt of the FCC Consent, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: (a) cause a violation of any of the provisions of the certificate articles of incorporation or bylaws (or other applicable organizational documents) documents of Parent or PurchaserMerger Sub; (b) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement or order applicable to Parent or PurchaserMerger Sub, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser Merger Sub under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)Act, state takeover laws, the DGCL MBCA or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Merger Sub or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or and the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders equityholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactionstransactions contemplated by this Agreement, other than those which have been previously obtained.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, if applicable and any applicable filing, notification or approval in any jurisdiction required by Antitrust Lawsforeign antitrust Legal Requirements, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) of Parent or Purchaser; (b) cause contravene, conflict with or result in a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict withexcept for violations and defaults that would not materially and adversely affect Parent’s or Purchaser’s ability to consummate any of the transactions contemplated by this Agreement, result in a breach of, or constitute a default on under, or cause or permit the part termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Parent or Purchaser is entitled under any provision of any Contract, except, ; or (d) result in the case creation or imposition of clauses “(b)” and “(c)”, for such conflicts, violations, breaches any Encumbrance on any material asset of Parent or defaults as would not reasonably be expected to have a Parent Material Adverse EffectPurchaser. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)Act, blue sky Legal Requirements and state takeover laws, the DGCL or the HSR Act and any antitrust filing, notification or approval in any other relevant jurisdiction required by Antitrust Lawsand the rules and regulations of NASDAQ, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, Merger and the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effecttransactions contemplated hereby. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactionstransactions contemplated by this Agreement.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentExchange Act, the DGCL, the HSR Act, if applicable, and any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactions, will not: (a) conflict with or cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or PurchaserMerger Sub; (b) conflict with or cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement Requirements or order applicable to Parent or PurchaserMerger Sub, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser Merger Sub under any provision of any material Contract, except, in the case of clauses “(b)” ) and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to to, individually or in the aggregate, (i) have a Parent Material Adverse EffectEffect or (ii) prevent, materially delay or materially impair the ability of Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Transactions. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any jurisdiction required by Antitrust Laws or Investment Screening Laws, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Merger Sub or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to to, individually or in the aggregate, have a Parent Material Adverse Effect. Parent is not a “foreign person” within the meaning of the Defense Production Act of 1950, as amended, including all implementing regulations thereof. No vote of Parent’s stockholders stockholders, or of any equity holders of any Affiliate of Parent, is necessary to approve this Agreement or the CVR Agreement or any of the TransactionsTransactions that has not already been obtained as of the date hereof.

Non-Contravention; Consents. Assuming the delivery of the Parent ConsentExcept for violations and defaults that, and any applicable filing, notification individually or approval in any jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL and any filing, notification or approval in any jurisdiction required by Antitrust Laws, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or givenaggregate, would not reasonably be expected to have a Parent Material Adverse Effect, neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation of the Transactions, will: (a) violate or cause a violation of any of the provisions of the Organizational Documents of Parent or Merger Sub, (b) subject to compliance with and clearances or approvals under Antitrust Laws and Foreign Investment Laws, conflict with or violate or cause a violation by Parent or Merger Sub of any Law applicable to Parent or Merger Sub, or (c) violate, conflict with or result in any breach of any provision of, or loss of any benefit under, or constitute a default (with or without notice, lapse of time or both) under, give rise to any right of termination, acceleration or cancellation of or require the consent of, notice to or filing with any third Person pursuant to any of the terms or provisions of any Contract to which Parent or Merger Sub is a party or by which any property or asset of Parent or Merger Sub is bound, or result in any Encumbrance, other than Permitted Encumbrances, upon any of the property or assets of Parent or Merger Sub. No Consent of, registration, declaration or filing with or notice to any Governmental Entity or other Person is required to be obtained or made by Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the Offer, the Merger or the other Transactions, except (i) as may be required by the Exchange Act, the DGCL, the listing requirements of the NYSE, the HSR Act or those Antitrust Laws and Foreign Investment Laws set forth on Section 5.4 of Parent Disclosure Schedule and (ii) for such other Consents, registrations, declarations, filings or notices the failure of which to be obtained or made has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No vote of Parent’s stockholders equityholders is necessary to approve adopt this Agreement or the CVR Agreement or to approve any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, if applicable, and any applicable antitrust filing, notification or approval in any jurisdiction required by Antitrust Lawsother relevant jurisdiction, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: (a) cause a violation of any of the provisions of the certificate of incorporation formation or bylaws (or other applicable organizational documents) documents of Parent or PurchaserMerger Sub; (b) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement or order applicable to Parent or PurchaserMerger Sub, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser Merger Sub under any provision of any Contract, except, in the case of clauses “(b)” ) and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)Act, state takeover lawsTakeover Laws, the DGCL TBOC or the HSR Act and any antitrust filing, notification or approval in any jurisdiction required by Antitrust Lawsother relevant jurisdiction, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Merger Sub or the consummation by Parent or Purchaser Merger Sub of the Offer, Merger and the Merger or the other Transactionstransactions contemplated hereby, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders equity holders is necessary to approve this Agreement or the CVR Agreement or any of the Transactionstransactions contemplated by this Agreement, other than those which have been previously obtained.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent Consent, and any applicable filing, notification or approval in any jurisdiction required by Antitrust LawsHSR Act, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable similar organizational documents) documents of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement Law or order Order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” ) and “(c)”, for such conflicts, violations, breaches or defaults as that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)Act, state takeover laws, the DGCL and any filing, notification or approval in any jurisdiction required by the HSR Act or other applicable Antitrust LawsLaw, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws or Investment Screening Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or PurchaserMerger Sub; (b) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement Requirements or order applicable to Parent or PurchaserMerger Sub, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser Merger Sub under any provision of any material Contract, except, in the case of clauses “(b)” ) and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover lawsTakeover Laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws or Investment Screening Laws, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Merger Sub or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming the delivery of the Parent Consent, and any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws, the The execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserAcquisition Sub, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: not (a) conflict with or cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) Organizational Documents of Parent or PurchaserAcquisition Sub; (b) conflict with or cause a violation by Parent or Purchaser Acquisition Sub of any Legal Requirement or order applicable to Parent or PurchaserAcquisition Sub, except, with respect to this clause (b), for conflicts or violations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s or Acquisition Sub’s ability to perform any of its obligations under, or to which they are subjectconsummate any of the transactions contemplated by, this Agreement; or (c) conflict with, result in a breach of, or constitute cause a default on the part of Parent or Purchaser Acquisition Sub under any provision of any Contractmaterial contract to which Parent or Acquisition Sub is a party, except, in the case of clauses “(b)” and “with respect to this clause (c)”, for such conflicts, violations, breaches or defaults as that would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect on Parent’s or Acquisition Sub’s ability to perform any of its obligations under, or to consummate any of the transactions contemplated by, this Agreement. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover lawsAct, the DGCL and any filingDGCL, notification the HSR Act or approval in any jurisdiction required by other applicable Antitrust Laws, neither Parent nor Purchaser, or Acquisition Sub nor any of Parent’s other Affiliates, Affiliates is required to make any filing with or give any notice to, or to obtain any Consent from, consent from any Person at or prior to the Closing Effective Time in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Acquisition Sub or the consummation by Parent or Purchaser Acquisition Sub of any of the Offertransactions contemplated by this Agreement, except where the Merger failure to make any such filing or the other Transactions, other than obtain any such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, consent would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect on Parent’s or Acquisition Sub’s ability to perform any of its obligations under, or to consummate any of the transactions contemplated by, this Agreement,. No vote of Parent’s stockholders stockholder is necessary to approve adopt this Agreement or the CVR Agreement or to approve any of the Transactionstransactions contemplated by this Agreement.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL and any filingDGCL, notification the HSR Act or approval the Antitrust Laws in any jurisdiction required by Antitrust Lawsthe jurisdictions identified in Schedule 1.1(c), neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, if applicable and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or PurchaserMerger Sub; (b) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement or order applicable to Parent or PurchaserMerger Sub, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser Merger Sub under any provision of any Contract, except, in the case of clauses “(b)” ) and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)Act, state takeover laws, the DGCL CGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Merger Sub or the consummation by Parent or Purchaser Merger Sub of the Offer, Merger and the Merger or the other Transactionstransactions contemplated hereby, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders equityholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactionstransactions contemplated by this Agreement, other than those which have been previously obtained.

Non-Contravention; Consents. Assuming Except in the delivery case of clauses (b) and (c), for violations and defaults that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and as set forth on Part 4.18 of the Parent Consent, and any applicable filing, notification or approval in any jurisdiction required by Antitrust LawsDisclosure Schedule, the execution and delivery of this Agreement and by the CVR Agreement by Parent and Purchaser, Parties and the consummation by the Parent Parties of the Transactions, Transactions will not: (a) cause a violation of any of the provisions of the certificate Organizational Documents of incorporation or bylaws (or other applicable organizational documents) of any Parent or PurchaserCompany; (b) cause a violation by the Parent or Purchaser Companies of any Legal Requirement or order Law applicable to the business of any Parent or Purchaser, or to which they are subjectCompany; or (c) require any consent, notice or approval under, violate, conflict with, result in a any breach of, or constitute a default on under (with or without notice or lapse of time, or both), or result in termination or give to others any right of termination, vesting, amendment, acceleration, notification, cancellation, purchase or sale under or result in the part of Parent or Purchaser under any provision triggering of any Contractpayment or creation of a Lien (other than a Parent Permitted Lien) upon any of the respective properties or assets (including rights) of any Parent Company, exceptpursuant to, any Contract to which any Parent Company is a party (or by which any of their respective properties or assets (including rights) are bound) or any Parent Permit. Except as may be required by the Exchange Act, the MRL, the MD LLC Act, the DRULPA, the listing requirements of the NYSE, and such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the case Mergers, including (i) the Joint Proxy Statement and (ii) the Form S-4, none of clauses “(b)” the Parent Companies is required to make any filing with or to obtain any consent from any Person at or prior to the Partnership Merger Effective Time in connection with the execution and “(c)”delivery of this Agreement by the Parent Companies or the consummation by the Parent Companies of the Transactions, for except where the failure to make any such conflicts, violations, breaches filing or defaults as obtain any such consent would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL and any filing, notification or approval in any jurisdiction required by Antitrust Laws, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach by Parent or Purchaser of, or constitute a default on the part of Parent or Purchaser under under, or require any provision of consent or approval under, any Contract, except, in the case of clauses “(b)” ) and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust LawsLaws in those jurisdictions, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL and any filing, notification or approval in any jurisdiction required by Antitrust Lawsthe HSR Act, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No national or subnational governments of a single foreign state have a “substantial interest” in Parent within the meaning of the Defense Production Act of 1950, including all implementing regulations thereof (the “DPA”). No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentExchange Act, any applicable Legal Requirements promulgated under the authority of the Copenhagen Stock Exchange, the DGCL, the HSR Act, if applicable, and any other applicable filing, notification or approval in any jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent Parent, Payor and Purchaser, and the consummation of the Transactions, will not: (a) conflict with or cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent Parent, Payor or Purchaser; (b) conflict with or cause a violation by Parent Parent, Payor or Purchaser of any Legal Requirement Requirements or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent Parent, Payor or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” ) and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)) or any applicable Legal Requirements promulgated under the authority of the Copenhagen Stock Exchange, state takeover laws, the DGCL DGCL, the HSR Act and any filing, notification or approval in any jurisdiction required by other applicable Antitrust Laws, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or give any notice to, or to obtain any Consent from, from any Person Governmental Body at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. No vote of Parent’s stockholders stockholders, or of any equity holders of any Affiliate of Parent, is necessary to approve this Agreement or the CVR Agreement or any of the TransactionsTransactions that has not already been obtained as of the date hereof, except with respect to the vote of Payor, as the sole stockholder of Purchaser, to consummate the Merger, which shall be obtained promptly after execution of this Agreement.

Non-Contravention; Consents. Assuming Except in the delivery case of clauses (b) and (c), for violations and defaults that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and as set forth on Part 4.18 of the Parent Consent, and any applicable filing, notification or approval in any jurisdiction required by Antitrust LawsDisclosure Schedule, the execution and delivery of this Agreement and by the CVR Agreement by Parent and Purchaser, Parties and the consummation by the Parent Parties of the Transactions, Transactions will not: (a) cause a violation of any of the provisions of the certificate Organizational Documents of incorporation or bylaws (or other applicable organizational documents) of any Parent or PurchaserCompany; (b) cause a violation by the Parent or Purchaser Companies of any Legal Requirement or order Law applicable to the business of any Parent or Purchaser, or to which they are subjectCompany; or (c) require any consent, notice or approval under, violate, conflict with, result in a any breach of, or constitute a default on under (with or without notice or lapse of time, or both), or result in termination or give to others any right of termination, vesting, amendment, acceleration, notification, cancellation, purchase or sale under or result in the part of Parent or Purchaser under any provision triggering of any Contractpayment or creation of a Lien (other than a Parent Permitted Lien) upon any of the respective properties or assets (including rights) of any Parent Company, exceptpursuant to, any Contract to which any Parent Company is a party (or by which any of their respective properties or assets (including rights) are bound) or any Parent Permit. Except as may be required by the Exchange Act, the MRL, the MD LLC Act, the DRULPA, the listing requirements of the NYSE, and such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the case Mergers, including (i) the Joint Proxy Statement and (ii) the Form S-4, none of clauses “(b)” the Parent Companies is required to make any filing with or to obtain any consent from any Person at or prior to the 77 Partnership Merger Effective Time in connection with the execution and “(c)”delivery of this Agreement by the Parent Companies or the consummation by the Parent Companies of the Transactions, for except where the failure to make any such conflicts, violations, breaches filing or defaults as obtain any such consent would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL and any filing, notification or approval in any jurisdiction required by Antitrust Laws, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming the delivery Except for violations and defaults that would not materially affect Parent’s or Merger Sub’s ability to consummate any of the Parent Consent, and Transactions or to perform any applicable filing, notification or approval in any jurisdiction required by Antitrust Lawsof their respective obligations under this Agreement, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub, and the consummation by Parent and Merger Sub of the Transactions, Transactions will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) comparable governing documents of Parent or PurchaserMerger Sub; (b) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement or order applicable to Parent or Purchaser, or to which they are subjectMerger Sub; or (c) conflict with, result in a modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including but not limited to, any right of termination, amendment, cancellation or acceleration), or result in the creation of any Liens on any property, right or other asset of Parent or Merger Sub, under any contract on the part of Parent or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse EffectMerger Sub. Except as may be required by the Telecommunications Regulatory Authorities or as may be required under the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover lawsAct, the DGCL and any filingDGCL, notification or approval in any jurisdiction required by Antitrust Lawsthe HSR Act, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent consent or approval from, any Person Governmental Entity at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Merger Sub or the consummation by Parent or Purchaser Merger Sub of any of the Offer, the Merger or the other Transactions, other than except where the failure to make any such filingsfiling, notifications, approvals, notices give any such notice or Consents that, if not obtained, made or given, obtain any such consent would not reasonably be expected materially and adversely affect Parent’s or Merger Sub’s ability to have a Parent Material Adverse Effectconsummate any of the Transactions or to perform any of their respective obligations under this Agreement. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent Consent, HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust LawsLaw, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable equivalent organizational documents) documents of Parent or Purchaser; (b) cause a violation by Parent or Purchaser of any Legal Requirement Law or order applicable to Parent or Purchaser, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL and DGCL, the HSR Act or any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, Law neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentExchange Act, the NRS, the HSR Act, if applicable, and any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws, the Required Gaming Approvals and the Additional Gaming Approvals, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactions, will not: (a) conflict with or cause a violation of any of the provisions of the articles of incorporation or certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or PurchaserMerger Sub; (b) conflict with or cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement Requirements or order applicable to Parent or PurchaserMerger Sub, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser Merger Sub under any provision of any material Contract, except, in the case of clauses “(b)” ) and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to to, individually or in the aggregate, have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer DocumentsProxy Statement), state takeover laws, the DGCL NRS, the HSR Act or the Required Gaming Approvals and any filing, notification or approval in any jurisdiction required by Antitrust Lawsthe Additional Gaming Approvals, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person Governmental Body at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Merger Sub or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to to, individually or in the aggregate, have a Parent Material Adverse Effect. No vote of Parent’s stockholders stockholders, or of any equity holders of any Affiliate of Parent, is necessary to approve this Agreement or the CVR Agreement or nor any of the TransactionsTransactions that has not already been obtained as of the date hereof.

Non-Contravention; Consents. Assuming compliance with the delivery applicable provisions of the Parent ConsentHSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the execution and delivery of this Agreement and the CVR Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: (a) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) documents of Parent or PurchaserMerger Sub; (b) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement or order applicable to Parent or PurchaserMerger Sub, or to which they are subject; or (c) conflict with, result in a breach of, or constitute a default on the part of Parent or Purchaser Merger Sub under any provision of any Contract, except, in the case of clauses “(b)” and “(c)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), state takeover laws, the DGCL or the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Table of Contents Antitrust Laws, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to make any filing with or give any notice to, or to obtain any Consent from, any Person at or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser Merger Sub or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or and the other Transactionstransactions contemplated hereby, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders equityholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactionstransactions contemplated by this Agreement, other than those which have been previously obtained.