Common use of Non-Contravention; Consents Clause in Contracts

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does not, and the consummation of the Transactions, will not: (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company in connection with the performance of this Agreement and the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b).

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act, any foreign Antitrust Laws and the rules and regulations of the Parent Primary Exchange, neither (a1) The the execution and delivery of this Agreement does notby Parent and Merger Sub, and nor (2) the consummation of the Merger or any of the other Contemplated Transactions, will not: or would reasonably be expected to, directly or indirectly (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time time): (a) contravene, conflict with or both, would constitute result in a violation of: (i) any of the foregoing underprovisions of the certificate of incorporation or bylaws of Parent or Merger Sub; or (ii) any resolution adopted by the stockholders, the board of directors or any Contract to which Seller committee of the board of directors of Parent or the Company is a party or by which any of their assets are bound.Merger Sub; (b) Except forcontravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or (c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, or give any Person the right to: (i) declare a default or exercise any remedy under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the approvals maturity or performance of any such Contract; or (iv) cancel, terminate or modify any right, benefit, obligation or other term of such Contract; except, in the case of clauses "(a)" through "(c)" of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. Except: (A) as may be required to be obtained from, or notices given toby the Securities Act, the Governmental Authorities described on Schedule 4.4(b)(i) (Exchange Act, the “Regulatory Consents DGCL, the HSR Act, any foreign Antitrust Law and Notices”)the rules and regulations of the Parent Primary Exchange; and (iiB) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Merger Sub was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the approvals required to be obtained fromexecution, delivery or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company in connection with the performance of this Agreement and Agreement; or (2) the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying Merger or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)other Contemplated Transactions.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and Nasdaq, the execution and delivery of this Agreement does notby Parent and Purchaser, and the consummation of the Transactions, will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of SellerParent or Purchaser; (ii) violate cause a violation by Parent or Purchaser of any Law Legal Requirement or order applicable to SellerParent or Purchaser, or to which Parent or Purchaser are subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the foregoing under, loss of any Contract benefit to which Seller Parent or Purchaser is entitled under any provision of any Contract, except in the Company is case of clauses (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (i) including the approvals required to be obtained fromfiling with the SEC of the Offer Documents), or notices given toTakeover Laws, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toDGCL, the third parties described on Schedule 4.4(b)(iiHSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) (and the “Third Party Consents applicable rules and Notices”)regulations of the SEC and any national securities exchange, no approval neither Parent nor Purchaser, nor any of or notice to any Governmental Authority or Parent’s other Person Affiliates, is required to be obtained give notice to, make any filing with or given by Seller or obtain any Consent from any Governmental Body at any time prior to the Company Closing in connection with the performance execution and delivery of this Agreement and by Parent or Purchaser, or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No later than five (5) Business Days prior vote of Parent’s or Purchaser’s stockholders is necessary to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying approve this Agreement or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included Transactions (except in the Required Consents; provided, however, for the avoidance case of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(bPurchaser as has previously been obtained).

Non-Contravention; Consents. (a) The execution Assuming that the consents specified in Section 4.3(b) below have been obtained, the execution, delivery and delivery performance of this Agreement does not, and the Collateral Agreements by Buyer and any Buyer Designee and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) conflict with result in a breach or violation of any provision of Buyer’s or any Buyer Designee’s charter or by-laws or similar organizational document, (ii) violate or result in a violation, contravention or breach of or constitute an occurrence of default under any of the termsprovision of, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, acceleration or constitute a default cancellation of any obligation under, or permit give rise to a right by any party to terminate or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing amend its obligations under, any Contract mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller Buyer or the Company any Buyer Designee is a party or by which it or its assets or properties are bound, or (iii) violate any applicable Law, order, judgment, injunction, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Buyer or any Buyer Designee or any of their assets are bound. (b) Except for: (i) respective properties, other than in the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the approvals required aggregate, have not had and could not be reasonably expected to be obtained fromhave a material adverse effect on Buyer or on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements. b) No consent, approval, order or authorization of, or notices given toregistration, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”)declaration or filing with, no approval of or notice to any Governmental Authority or other Person is required to be obtained by Buyer or given by Seller or the Company any Buyer Designee in connection with the execution, delivery and performance of this Agreement and or the Collateral Agreements or for the consummation of the Transactions. No later than five (5) Business Days prior transactions contemplated hereby or thereby, except for such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to the Closing Datebe obtained or made, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for have not had and could not reasonably be expected to have a material adverse effect on Buyer or any Buyer Designee’s ability to consummate the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for transactions under this Agreement and the purposes of Section 3.2(b)Collateral Agreements.

Non-Contravention; Consents. (a) The execution Assuming that the consents specified in Section 4.3(b) below have been obtained, the execution, delivery and delivery performance of this Agreement does not, and the Collateral Agreements by Buyer and any Buyer Designee and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) conflict with result in a breach or violation of any provision of Buyer’s or any Buyer Designee’s charter or by-laws or similar organizational document, (ii) violate or result in a violation, contravention or breach of or constitute an occurrence of default under any of the termsprovision of, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, acceleration or constitute a default cancellation of any obligation under, or permit give rise to a right by any party to terminate or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing amend its obligations under, any Contract mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller Buyer or the Company any Buyer Designee is a party or by which it or its assets or properties are bound, or (iii) violate any applicable Law, order, judgment, injunction, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Buyer or any Buyer Designee or any of their assets are boundrespective properties, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer or on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements. (b) Except for: (i) the approvals required to be obtained fromNo consent, approval, order or authorization of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromdeclaration or filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained by Buyer or given by Seller or the Company any Buyer Designee in connection with the execution, delivery and performance of this Agreement and or the Collateral Agreements or for the consummation of the Transactions. No later than five transactions contemplated hereby or thereby, except for (5i) Business Days prior any filings required to be made under the Closing DateHSR Act and any applicable filings required under foreign antitrust Laws, Seller shall provide Buyer with updated copies and (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofwhich to be obtained or made, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for have not had and could not reasonably be expected to have a material adverse effect on Buyer or on Buyer’s or any Buyer Designee’s ability to consummate the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for transactions under this Agreement and the purposes of Section 3.2(b)Collateral Agreements.

Non-Contravention; Consents. (a) The execution and delivery of this Agreement by SCWorx does not, and the consummation performance of the Transactions, this Agreement by SCWorx will not: , subject to obtaining the Required SCWorx Stockholder Vote, (i) conflict with or result in a violation, contravention violate the certificate of incorporation or breach bylaws of any of the terms, conditions or provisions of the Charter or the Bylaws of SellerSCWorx; (ii) subject to compliance with the requirements set forth in Section 2.3(b) below, conflict with or violate any Law Legal Requirement applicable to SellerSCWorx or by which its properties are bound or affected, except for any such conflicts or violations that would not constitute a SCWorx Material Adverse Effect; or (iii) subject except as listed on Section 2.3(a) of the SCWorx Disclosure Schedule, require SCWorx to obtaining make any filing with or delivering the Third Party Consents and Noticesgive any notice or make any payment to a Person, conflict withor obtain any Consent from a Person, or result in the any breach of, of or constitute a default under, (or permit or result in the termination, cancellation or acceleration (whether after the giving of an event that with notice or the lapse of time or bothboth would become a default) under, or impair SCWorx’s rights or alter the rights or obligations of any right third party under, or obligation give to others any rights of Seller undertermination, amendment, acceleration or cancelation of, or result in the creation of any Liens upon an Encumbrance on any of the properties or assets of Seller or the Company underSCWorx pursuant to, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing undereach case, any Contract to which Seller or the Company is a party or by which any of their assets are boundSCWorx Material Contract. (b) Except for: (i) the approvals required to be obtained fromNo material Consent, order of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromdeclaration or filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person Body is required by or with respect to be obtained or given by Seller or the Company SCWorx in connection with the performance execution and delivery of this Agreement and or the consummation of the Contemplated Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) except for such Consents, orders, registrations, declarations and 4.4(b)(ii) identifying any additional Regulatory Consents filings as may be required under applicable federal and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)state securities laws.

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does not, or any of the Ancillary Agreements by Parent and Merger Subs and the consummation by Parent and Merger Subs of the Transactions, Contemplated Transactions will notnot cause: (ia) conflict with or result in a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation/articles of incorporation/articles of organization, limited liability company agreement or bylaws of Parent or Merger Subs, (b) a violation by Parent or Merger Subs of any Law applicable to Parent or Merger Subs, except as would not reasonably be expected to materially and adversely impact Parent’s or Merger Subs’ business or Parent’s or Merger Subs’ ability to consummate the Bylaws Contemplated Transactions, or (c) a default on the part of SellerParent or Merger Subs under any material Contract of Parent or Merger Subs, except as would not reasonably be expected to materially and adversely impact Parent’s or Merger Subs’ ability to consummate the Contemplated Transactions. Except as may be required by the (i) the filing with the SEC of the Form S-4 and the declaration of effectiveness of the Form S-4 by the SEC, and other filings required under, and compliance with other applicable requirements of, the Exchange Act as may be required in connection with this Agreement and the Contemplated Transactions; (ii) violate any Law applicable to Seller; such filings and approvals as may be required under Securities Act of 1933, as amended, or the rules and regulations of NYSE, (iii) subject to obtaining the DGCL, Nevada Corporate Law or delivering the Third Party Consents and Noticesgovernmental regulation, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person neither Parent nor Merger Subs is required to be obtained obtain any Consent from any Governmental Body or given by Seller party to a material Contract of Parent or Merger Subs at any time prior to the Company Closing in connection with the performance execution and delivery of this Agreement and or the consummation by Parent and Merger Subs of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)Merger.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the execution and delivery of this Agreement does not, by the Company and the consummation by the Company of the Transactions, Transactions will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter Certificate of Incorporation or bylaws (or similar organizational documents) of the Bylaws Company or any Subsidiary of Seller; (ii) violate any Law applicable to Sellerthe Company; or (iiib) subject cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to obtaining such Acquired Corporation, or delivering the Third Party Consents and Notices, to which such Acquired Corporation or any of its assets are subject; or (c) conflict with, or result in the breach of, or constitute a default under, (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance an event which, with or without notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the foregoing underproperties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Contract Material Contract, except with respect to which Seller the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is a party or by which any of their assets are bound. (b) Except for: (i) the approvals not required to be obtained fromgive notice to, make any filing with, or notices given to, obtain any Consent from any Person at any time prior to the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and Agreement, or the consummation by the Company of the Transactions. No later than five (5) Business Days prior , except those filings, notifications, approvals, notices or Consents that the failure to the Closing Datemake, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that obtain or receive, as applicable, are not set forth in such schedules as of the date hereofnot, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. (a) The 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 does notand the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other applicable organizational documents) of SellerParent or Purchaser; (iib) violate cause a violation by Parent or Purchaser of any Law Legal Requirement or order applicable to SellerParent or Purchaser, or to which they are subject; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the a breach of, or constitute a default underon the part of Parent or Purchaser under any provision of any Contract, or permit or result except, in the terminationcase of clauses “(b)” and “(c)”, cancellation for such conflicts, violations, breaches or acceleration defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (whether after including the giving filing with the SEC of notice the Offer Documents), state takeover laws, the DGCL and any filing, notification or the lapse of time or both) of approval in any right or obligation of Seller underjurisdiction required by Antitrust Laws, or result in the creation of any Liens upon neither Parent nor Purchaser, nor any of the assets of Seller or the Company underParent’s other Affiliates, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained make any filing with or given by Seller give any notice to, or to obtain any Consent from, any Person at or prior to the Company Closing in connection with the performance 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. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b).

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does notby the Company and, and assuming receipt of the Required Company Stockholder Vote, the consummation by the Company of the Transactions, Merger will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter Organizational Documents of the Company or the Bylaws of Sellerany Company Subsidiary; (ii) assuming the consents and filings referred to in Section 2.19(b) are made and obtained, conflict with or violate any Law applicable to SellerLegal Requirements; or (iii) subject to obtaining Section 4.7, result in any loss, limitation or delivering impairment of any right of the Third Party Consents and NoticesCompany or any Company Subsidiary to own or use any assets, conflict withresult in any violation of or default (with or without notice or lapse of time, or result in the breach of, or constitute a default both) under, or permit or result in the give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any obligation or to the loss of a benefit under any contract, loan, indebtedness, mortgage, lease, agreement, instrument, permit, franchise, right or obligation license binding upon the Company or any Company Subsidiary or by which any of Seller undertheir respective properties, rights or assets are bound or subject, or result in the creation of any Liens of any kind (other than Company Permitted Encumbrances) upon any of the properties, rights or assets of Seller or the Company underor any Company Subsidiary, except, in the cases of clauses “(ii)” and “(iii),” as would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect or constitute a circumstance whichto prevent, with materially delay or without notice or lapse of time or both, would constitute any materially impair the ability of the foregoing under, any Contract Company to which Seller perform its obligations under this Agreement or to consummate the Company is a party or by which any of their assets are boundMerger. (b) Except for: (i) as may be required by the approvals Securities Act, the Exchange Act, the DGCL, the HSR Act or other applicable Antitrust Laws, applicable state securities takeover and “blue sky” laws, the rules and regulations of Nasdaq, the Company and the Company Subsidiaries are not required to be obtained make any filing, registration, or declaration with, give any notice to, or obtain any consent, order, license, permit or approval from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or Entity for the Company in connection with the performance execution and delivery of this Agreement and by the Company or the consummation by the Company of the Transactions. No later than five (5) Business Days prior to the Closing DateMerger, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules except as of the date hereofwould not, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall reasonably be disregarded for the purposes of Section 3.2(b)expected to constitute or result in a Company Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the HSR 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 does notand the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws or other organizational documents of SellerParent or Purchaser; (iib) violate cause a violation by Parent or Purchaser of any Law Legal Requirement or order applicable to SellerParent or Purchaser, or to which they are subject; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the a breach of, or constitute a default under, or cause or permit or result in the termination, cancellation cancellation, acceleration or acceleration (whether after the giving of notice or the lapse of time or both) other change of any right or obligation or the loss of Seller underany 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, or result the HSR Act and any filing, notification or approval in the creation of any Liens upon foreign jurisdiction required by Antitrust Laws, neither Parent nor Purchaser, nor any of the assets of Seller or the Company underParent’s other Affiliates, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained make any filing with or given by Seller give any notice to, or to obtain any Consent from, any Person at or prior to the Company Closing in connection with the performance 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 the CVR Agreement or any of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b).

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does notby Pxxxxx and Merger Sub and, assuming the receipt of the Required Parent Stockholder Vote (which will be received when the Ergen DISH Written Consent has been executed and delivered by the Ergen DISH Stockholders), the consummation by Pxxxxx and Merger Sub of the Transactions, Merger will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter or the Bylaws Organizational Documents of Seller; Parent, (ii) cause a violation of any of the provisions of the Organizational Documents of any Parent Subsidiary (including Merger Sub); (iii) assuming the consents and filings referred to in Section 3.4(a) of the Parent Disclosure Letter are made and obtained, conflict with or violate any Law applicable to SellerLegal Requirements; or (iiiiv) subject result in any loss, limitation or impairment of any right of Parent or any Parent Subsidiary (including to obtaining own or delivering the Third Party Consents and Noticesuse any assets or rights), conflict withresult in any violation of or default (with or without notice or lapse of time, or result in the breach of, or constitute a default both) under, or permit or result in the give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any right obligation or obligation to the loss of Seller undera benefit under any Contract binding upon Parent or any Parent Subsidiary or by which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens of any kind (other than Parent Permitted Encumbrances) upon any of the properties, rights or assets of Seller Parent or any Parent Subsidiary, except, in the Company undercases of clauses (ii), (iii) and (iv), as would not, individually or result in or constitute the aggregate, reasonably be expected to have a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: (i) as may be required by the approvals Exchange Act, the Securities Act, the NRS, the Nasdaq, applicable Antitrust Laws or applicable Satellite and Communications Laws, neither Parent nor Merger Sub, nor any of the other Parent Subsidiaries, is required to be obtained make any filing, registration, or declaration with, give any notice to, or obtain any consent, Order, license, permit or approval from, any Governmental Entity for the execution and delivery of this Agreement by Parent or notices given tothe consummation by Parent of the Merger, except as would not, individually or in the Governmental Authorities described on Schedule 4.4(b)(iaggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Parent is not a “foreign person” or a “foreign entity,” as defined in Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and NoticesDPA”), no approval of or notice to any Governmental Authority or other Person and is required to be obtained or given not controlled by Seller or the Company in connection with the performance of this Agreement and the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules a “foreign person,” as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included defined in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)DPA.

Non-Contravention; Consents. (a) The Neither the execution and or delivery of this Agreement does notor any other document, and agreement, certificate or instrument nor the consummation of the Transactions, will not: transactions contemplated hereby or thereby does or will: (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Noticesviolate, conflict with, or result in the breach of, or constitute a default under, the certificate of incorporation or permit other charter document, as amended, or bylaws, as amended, of ACQUIROR or Acquisition Subsidiary; or (ii) assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, writ, injunction, judgment or decree of any court or Governmental Entity to which ACQUIROR or Acquisition Subsidiary or any of their assets or properties are subject or (B) result in the termination, cancellation a violation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller underbreach of, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, (with or without notice or lapse of time or both, would constitute any of the foregoing ) a default under, or give rise to any Contract right of termination, acceleration or modification of, any note, bond, mortgage, indenture, deed of trust, license, lease or other agreement, instrument or obligation to which Seller ACQUIROR or the Company Acquisition Subsidiary is a party or by which their or any of their assets are or properties may be bound. (b) Except for: (i) for the expiration or termination of the applicable waiting period under any applicable foreign competition laws, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act and the Blue Sky laws, and except for the filing and recordation of a certificate of merger, or, if applicable, a certificate of ownership and merger, as required by the DGCL, there is no other consent, approval, order or authorization of, or filing with, or any permit from, or any notice to, any court or Governmental Entity required to be obtained from, by ACQUIROR or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Acquisition Subsidiary in connection with the performance execution of this Agreement and the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)transactions contemplated hereby.

Non-Contravention; Consents. (a) The execution Neither the execution, delivery and delivery performance by Parent or Merger Sub of this Agreement does notor the Stock Option Agreement, and nor the consummation by the Parent or Merger Sub of the Transactionstransactions contemplated hereby or thereby, will not: nor compliance by Parent or Merger Sub with any of the provisions hereof, will: (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Noticesviolate, conflict with, or result in the a breach of any provision of, or constitute a default under, (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance whichan event that, with or without notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, result in a change in the rights or obligations of any party under, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the foregoing underproperties or assets of Parent or Merger Sub, under any Contract of the terms, conditions or provisions of (x) its respective organizational documents, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Seller or the Company Parent is a party party, or by which Parent may be bound, or to which Parent or its properties or assets may be subject, and that, in any such event specified in this clause (y), is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Parent; or (ii) violate any valid and enforceable judgement, ruling, order, writ, injunction, decree, or any statute, rule or regulation applicable to Parent or any of their its respective properties or assets are boundwhere such violation is, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on Parent or to prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this Agreement. (b) Except for: for (i) the approvals filing of the applications and notices, with applicable Insurance Authorities and the approval of such applications or the grant of required to be obtained fromlicenses by such authorities or the expiration of any applicable waiting periods thereunder, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required filing of notification and report forms under the HSR Act and the expiration or termination of any applicable waiting period thereunder, (iii) the filing with the SEC of a Proxy Statement relating to the meeting of the Company's stockholders to be obtained fromheld in connection with this Agreement and the transactions contemplated hereby and the filing and declaration of effectiveness of the Registration Statement relating to the shares of Parent Common Stock to be issued in the Merger, (iv) filings with state securities or "blue sky" laws, (v) the filing of the Connecticut Certificate of Merger with the Secretary of State of the State of Connecticut pursuant to the CBCA, (vi) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (vii) the approval of the listing of the Parent Common Stock to be issued in the Merger on the New York Stock Exchange and (viii) the filing of the Schedule 13D, no notices to, consents or approvals of, or notices given tofilings or registrations with, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company with any third party are necessary in connection with the performance execution and delivery by Parent of this Agreement or the Stock Option Agreement and the consummation by Parent of the Transactions. No later than five (5) Business Days prior transactions contemplated hereby and thereby, except for such notices, consents, approvals, filing or registrations, the failure of which to the Closing Datebe made or obtained is not, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)reasonably likely to have a Material Adverse Effect on Parent.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the HSR 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 does notby Parent and Merger Sub, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws or other organizational documents of SellerParent or Merger Sub; (iib) violate cause a violation by Parent or Merger Sub of any Law Legal Requirement or order applicable to SellerParent or Merger Sub, or to which they are subject; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the a breach of, or constitute a default underon the part of Parent or Merger Sub under any Contract, or permit or result except, in the terminationcase of clauses “(b)” and “(c)”, cancellation for such conflicts, violations, breaches or acceleration defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (whether after including the giving filing with the SEC of notice the Offer Documents), state takeover laws, the DGCL or the lapse of time HSR Act and any filing, notification or both) of approval in any right or obligation of Seller underforeign jurisdiction required by Antitrust Laws, or result in the creation of any Liens upon neither Parent nor Merger Sub, nor any of the assets of Seller or the Company underParent’s other Affiliates, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained make any filing with or given by Seller give any notice to, or to obtain any Consent from, any Person at or prior to the Company Closing in connection with the performance execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Offer, the Merger and the consummation other transactions 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 equityholders is necessary to approve this Agreement or any of the Transactions. No later transactions contemplated by this Agreement, other than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, those which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)have been previously obtained.

Non-Contravention; Consents. Except, in the case of clauses (ab) The and (c), for violations and defaults that would not materially and adversely affect Parent’s or Merger Sub’s ability to consummate any of the transactions contemplated by this Agreement or to perform any of their respective obligations under this Agreement, the execution and delivery of this Agreement does notby Parent and Merger Sub, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws or comparable governing documents of SellerParent or Merger Sub; (iib) violate cause a violation by Parent or Merger Sub of any Law Legal Requirement applicable to SellerParent or Merger Sub; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute cause a default underon the part of Parent or Merger Sub under any agreement, lease, license, contract, note, bond, mortgage, indenture or permit other instrument to which Parent or result in the terminationMerger Sub is a party or by which Parent, cancellation Merger Sub or acceleration (whether after the giving any of notice their respective Affiliates or the lapse any of time their respective properties or both) of any right or obligation of Seller underassets are bound, or result in the creation of an encumbrance on any Liens upon any asset of the assets of Seller Parent, Merger Sub or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. (b) respective Affiliates. Except for: (i) as may be required by the approvals Telecommunications Regulatory Authorities or Governmental Franchising Authorities or as may be required to be obtained from, or notices given tounder the Exchange Act, the Governmental Authorities described on Schedule 4.4(b)(i) (DGCL or the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromHSR Act, or notices given toneither Parent nor Merger Sub, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”)nor any of Parent’s other Affiliates, no approval of or notice to any Governmental Authority or other Person is required to be obtained make any filing with or given by Seller give any notice to, or to obtain any consent or approval from, any Governmental Entity at or prior to the Company Closing in connection with the performance execution and delivery of this Agreement and by Parent or Merger Sub or the consummation by Parent or Merger Sub of any of the Transactionstransactions contemplated by this Agreement, except where the failure to make any such filing, give any such notice or obtain any such consent would not materially and adversely affect Parent’s or Merger Sub’s ability to consummate any of the transactions contemplated by this Agreement or to perform any of their respective obligations under this Agreement. No later than five (5) Business Days prior vote of Parent’s stockholders is necessary to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying approve this Agreement or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)transactions contemplated by this Agreement.

Non-Contravention; Consents. (a) The execution Assuming compliance with the applicable provisions of the DGCL, the DLLCA, the HSR Act, the Securities Act, state securities or “blue sky” laws, the Exchange Act and delivery the listing requirements of this Agreement does notthe New York Stock Exchange and, and with respect to clauses “(ii)” through “(v)” below, except as, individually or in the aggregate, would not either: (x) reasonably be expected to have a Parent Material Adverse Effect; or (y) reasonably be expected to prevent or materially impair or delay the consummation of the Transactions, will not: (i) conflict with Mergers or result in a violation, contravention or breach of any of the termsother Contemplated Transactions, conditions neither the execution, delivery or provisions performance of this Agreement by Parent, nor the consummation of the Charter Mergers or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller other Contemplated Transactions will, directly or the Company under, or result in or constitute a circumstance which, indirectly (with or without notice or lapse of time time): (i) contravene, conflict with or both, would constitute result in a violation of any of the foregoing provisions of the certificate of incorporation, bylaws or other charter or organizational documents of any of the Parent Entities; (ii) contravene or conflict with or result in a violation of, or give any Governmental Body the right to challenge the Mergers or any of the other Contemplated Transactions under, any Contract Order to which Seller or the Company is a party or by which any of their the Parent Entities, or any of the assets are boundowned or used by any of the Parent Entities, is subject; (iii) contravene or conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Parent Entities or that otherwise relates to the business of any of the Parent Entities or to any of the assets owned or used by any of the Parent Entities; (iv) contravene or conflict with or result in a violation or breach of, or result in a default under, any provision of any Parent Material Contract, or give any Person the right to: (A) declare a default or exercise any remedy under any such Parent Material Contract; (B) receive or require a rebate, chargeback, penalty or change in delivery schedule under any such Parent Material Contract; (C) accelerate the maturity or performance of any such Parent Material Contract; or (D) cancel, terminate or modify any right, benefit, obligation or other term of such Parent Material Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Parent Entities (except for minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of any of the Parent Entities). (b) Except foras may be required by the Exchange Act, the DGCL, the HSR Act, the Securities Act, state securities or “blue sky” laws, and the listing requirements of the New York Stock Exchange (as they relate to the Form S-4 Registration Statement), none of the Parent Entities was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (ix) the approvals required to be obtained fromexecution, delivery or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company in connection with the performance of this Agreement and by Parent; or (y) the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying Mergers or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofother Contemplated Transactions, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included except, in each case, where the failure to make such filings, give such notices or obtain such Consents, individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall would not reasonably be disregarded for the purposes of Section 3.2(b)expected to have a Parent Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and Nasdaq, the execution and delivery of this Agreement does notby Parent and Merger Sub, and the consummation of the Transactions, will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of SellerParent or Merger Sub; (ii) violate cause a violation by Parent or Merger Sub of any Law Legal Requirement or order applicable to SellerParent or Merger Sub, or to which Parent or Merger Sub are subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the foregoing under, loss of any Contract benefit to which Seller Parent or Merger Sub is entitled under any provision of any Contract, except in the Company is case of clauses (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: (i) for the approvals filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required to be obtained fromby the Exchange Act, or notices given toTakeover Laws, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toDGCL, the third parties described on Schedule 4.4(b)(iiHSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) (and the “Third Party Consents applicable rules and Notices”)regulations of the SEC and any national securities exchange, no approval neither Parent nor Merger Sub, nor any of or notice to any Governmental Authority or Parent’s other Person Affiliates, is required to be obtained give notice to, make any filing with or given by Seller or obtain any Consent from any Governmental Body at any time prior to the Company Closing in connection with the performance execution and delivery of this Agreement and by Parent or Merger Sub or, as provided by Section 8.10(b), Guarantor, or the consummation by Parent or Merger Sub of the Merger or the other Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No later than five vote of Parent’s, Xxxxxx Sub’s or Guarantor’s stockholders is necessary to approve this Agreement or any of the Transactions (5) Business Days except as has been obtained prior to the Closing Date, Seller shall provide Buyer with updated copies execution and delivery of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(bthis Agreement).

Non-Contravention; Consents. (a) The execution and delivery of this Agreement by the Purchaser does not, and the consummation of the Transactions, transactions contemplated herein and in the Transaction Agreements and compliance with the provisions of this Agreement will not: , in the case of each of the following clauses (i), (ii) and (iii): (i) violate or conflict with the Constitutive Documents of the Purchaser; (ii) subject to obtaining the Regulatory Approvals, violate or conflict with any Applicable Law applicable to the Purchaser or any of its properties or assets; or (iii) violate, conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance whichan event that, with or without notice or lapse of time or both, would constitute a default) under or give rise to any obligation to obtain any third-party Consent or provide any notice to any Person under, any of the foregoing underterms, conditions or provisions of any Governmental Authorization or Contract to which Seller or the Company Purchaser is a party except, with respect to clause (iii), such violations, conflicts, breaches, defaults, Consents or notices that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by which any of their assets are boundthis Agreement and the Transaction Agreements (“Purchaser Material Adverse Effect”). (b) Except for: (i) the approvals required to be obtained fromNo declaration, filing or registration with, or notices given notice to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromor authorization, permit, Consent or notices given toapproval, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given made by Seller or with respect to the Company Purchaser in connection with the performance execution and delivery of this Agreement and by the Purchaser or the consummation by Purchaser of the Transactions. No later than five transactions contemplated by this Agreement or the Transaction Agreements, except for (5i) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not Approvals set forth in on Schedule 3.2(3)(b); (ii) such schedules Consents or approvals as of may be required to be obtained by the date hereofVendor or its Affiliates; or (iii) where the failure to make such declaration, which additional Regulatory filing, delivery or registration or notifications to obtain such authorization, permits, Consents and Notices and/or Third Party Consents and Notices shall be included or approvals would not, individually or in the Required Consents; providedaggregate, howeverreasonably be expected to, for individually or in the avoidance of doubtaggregate, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)have a Purchaser Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of 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 does notby Parent and Purchaser, and the consummation of the Transactions, will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation, certificate of formation, operating agreement or the Bylaws bylaws or other organizational documents of SellerParent or Purchaser; (iib) violate cause a violation by Parent or Purchaser of any Law Legal Requirement or order applicable to SellerParent or Purchaser, or to which they are subject; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the a breach of, or constitute a default underon the part of Parent or Purchaser under any Contract, or permit or result except, in the terminationcase of clauses “(b)” and “(c)”, cancellation for such conflicts, violations, breaches or acceleration defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (whether after including the giving filing with the SEC of notice the Offer Documents), Takeover Laws, the DGCL or the lapse of time HSR Act and any filing, notification or bothapproval in any foreign jurisdiction required by Antitrust Laws in those jurisdictions identified in Part 6.2(c) of any right or obligation of Seller underthe Company Disclosure Schedule, or result in the creation of any Liens upon neither Parent nor Purchaser, nor any of the assets of Seller or the Company underParent’s other Affiliates, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained make any filing with or given by Seller give any notice to, or to obtain any Consent from, any Person at or prior to the Company Closing in connection with the performance execution and delivery of this Agreement and 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 ultimate parent is necessary to approve this Agreement or any of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b).

Non-Contravention; Consents. (a) The execution execution, delivery and delivery performance of this Purchase Agreement does not, and the Collateral Agreements by each of Parent and Buyer and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: not (i) conflict with result in a breach or violation of any provision of Parent's certificate of incorporation or bylaws or Buyer's certificate of formation or limited liability company agreement, (ii) violate or result in a violation, contravention or breach of or constitute an occurrence of default under any of the termsprovision of, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, acceleration or constitute a default cancellation of any obligation under, or permit give rise to a right by any party to terminate or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing amend its obligations under, any Contract mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, Agreement, instrument or other arrangement or commitment to which Seller Parent or the Company Buyer is a party or by which they or their respective assets or properties are bound or (iii) violate any order, judgment, decree, rule or regulation of any Governmental Body having jurisdiction over Parent or Buyer or any of their assets are boundrespective properties, other than, in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that individually or in the aggregate do not have and would not reasonably be expected to have a Buyer Material Adverse Effect. (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described as set forth on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”4.3(b), no approval of consent, approval, order or notice to authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Buyer in connection with the performance execution and delivery of this Purchase Agreement and the Collateral Agreements or the consummation of the Transactions. No later than five transactions contemplated hereby or thereby by Parent or Buyer, except for (5i) Business Days prior any filings required to be made under the Closing DateHSR Act and any applicable filings required under foreign Competition Laws and (ii) such consents, Seller shall provide Buyer with updated copies approvals, orders, authorizations, registrations, declarations or filings the failure of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofwhich to be obtained or made, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall do not have and would not reasonably be disregarded for the purposes of Section 3.2(b)expected to have a Buyer Material Adverse Effect.

Non-Contravention; Consents. (a) The execution Assuming that the consents specified in Section 4.3(b) below have been obtained, the execution, delivery and delivery performance of this Agreement does notAgreement, and the Collateral Agreements by Buyer and any Buyer Designee and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) conflict with result in a breach or violation of any provision of Buyer’s or any Buyer Designee’s charter or by-laws or similar organizational document, (ii) violate or result in a violation, contravention or breach of or constitute an occurrence of default under any of the termsprovision of, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, acceleration or constitute a default cancellation of any obligation under, or permit give rise to a right by any party to terminate or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing amend its obligations under, any Contract to which Seller Buyer or the Company any Buyer Designee is a party or by which it or its assets or properties are bound, or (iii) violate any applicable Law of any Governmental Body having jurisdiction over Buyer or any Buyer Designee or any of their assets are boundrespective properties, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and would not be reasonably expected to have a material adverse effect on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement, and the Collateral Agreements. (b) Except for: (i) the approvals required to be obtained fromNo consent, approval, order or authorization of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromdeclaration or filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained by Buyer or given by Seller or the Company any Buyer Designee in connection with the execution, delivery and performance of this Agreement, or the Collateral Agreements or for the consummation of the transactions contemplated hereby or thereby, except for such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)Collateral Agreements.

Non-Contravention; Consents. (a) The execution Assuming that all Required Consents (as defined in Section 3.4(b)) and the EDA Approval have been obtained, the execution, delivery and performance of this Agreement does not, and the Collateral Agreements by Seller and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with with, any provision of Seller’s charter, by-laws or similar organizational document, (ii) violate or result in a violation, contravention or breach of or constitute an occurrence of default under any of the termsprovision of, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, acceleration or constitute a default cancellation of any obligation under, or permit give rise to a right by any party to terminate or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing amend its obligations under, any Contract to which Seller or the Company is a party or by which it is bound and which relates to the Foundry Operation or the Purchased Assets, in each case which would result in a Seller Material Adverse Effect, or (iii) violate any applicable Law of their assets are boundany Governmental Body having jurisdiction over Seller, the Foundry Operation or the Purchased Assets, in each case which would result in a Seller Material Adverse Effect. (b) Except for: (i) the approvals required to be obtained fromNo consent, approval, order or authorization of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromdeclaration or filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company in connection with the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller will be a party or for the consummation of the Transactions. No later than five transactions contemplated hereby or thereby by Seller, except for (5i) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies consents or approvals of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Governmental Bodies or other Third Party Consents and Notices Parties that are not required to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or Assumed Liabilities or assign the benefits of or delegate performance with regard thereto in any material respect, each of which are set forth in Schedule 3.4(b) (the “Required Consents”) and the EDA Approval, and (ii) such schedules as other consents, approvals, orders, authorizations, registrations, declarations or filings the failure of the date hereofwhich to be obtained or made, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall have not had and could not reasonably be disregarded for the purposes of Section 3.2(b)expected to have a Seller Material Adverse Effect.

Non-Contravention; Consents. Neither (a1) The execution and the execution, delivery or performance of this Agreement does notor any of the Ancillary Agreements, and nor (2) the consummation of the Merger or any of the other Contemplated Transactions, will not: directly or indirectly (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time time): (a) assuming the Required Parent Merger Stockholder Vote is obtained and the filing of the Merger certificate in accordance with the DGCL, contravene, conflict with or both, would constitute result in a violation of (i) any of the foregoing underprovisions of the articles of incorporation or bylaws of Parent, or (ii) any Contract to which Seller resolution adopted by the stockholders, the board of directors or any committee of the Company is a party or by which any board of their assets are bound.directors of Parent since Parent’s inception; or (b) Except for: contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Parent, or any of the material assets owned or used by Parent, is subject, except (i) under the approvals required to be obtained fromHSR Act and other applicable Antitrust Laws (as defined in Section 5.1), or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) for conflicts or violations which would not, individually or in the approvals aggregate, reasonably be expected to have or result in a material adverse effect on Parent’s ability to consummate the Merger. Except (a) as may be required by the DGCL or by the HSR Act and other applicable Antitrust Laws; (b) for the Required Parent Merger Stockholder Vote, and (c) for filings (i) required under the Exchange Act and the rules and regulations promulgated thereunder, (ii) required by the American Stock Exchange with respect to the Merger and the Contemplated Transactions, and (iii) as otherwise may be required in order for Parent to comply with applicable federal and state securities laws, Parent was not, is not and will not be required to be obtained make any filing with or give any notice to, or to obtain any Consent from, or notices given to, any Person prior to the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Effective Time in connection with (A) the execution, delivery or performance of this Agreement or any of the Contemplated Transactions, and (B) the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying Merger or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofContemplated Transactions, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall except where the failure to make or obtain any such filing, notice or Consent would not reasonably be included in expected to materially impair or delay the Required Consents; provided, however, for ability of Parent to consummate the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)Merger.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), the execution and delivery of this Agreement does notby Parent and Purchaser, and the consummation of the Transactions, will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of SellerParent or Purchaser; (ii) violate cause a violation by Parent or Purchaser of any Law Legal Requirement or order applicable to SellerParent or Purchaser, or to which Parent or Purchaser are subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other change of any right or obligation or the foregoing under, loss of any Contract benefit to which Seller Parent or Purchaser is entitled under any provision of any Contract, except in the Company is case of clauses (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: Assuming the accuracy of the representations set forth in Section 3.21(b), except for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (i) including the approvals required to be obtained from, or notices given tofiling with the SEC of the Offer Documents), the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toDGCL, the third parties described on Schedule 4.4(b)(iiHSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) (and the “Third Party Consents applicable rules and Notices”)regulations of the SEC and any national securities exchange, no approval neither Parent nor Purchaser, nor any of or notice to any Governmental Authority or Parent’s other Person Affiliates, is required to be obtained give notice to, make any filing with or given by Seller or obtain any Consent from any Governmental Body at any time prior to the Company Closing in connection with the performance execution and delivery of this Agreement and by Parent or Purchaser, or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, except those that the failure to make or obtain as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No later than five vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (5) Business Days except in the case of Purchaser as has been obtained prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date execution hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b).

Non-Contravention; Consents. Except in the case of clauses (ab) The 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 Disclosure Schedule, the execution and delivery of this Agreement does not, by the Parent Parties and the consummation by the Parent Parties of the Transactions, Transactions will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter or the Bylaws Organizational Documents of Sellerany Parent Company; (iib) violate cause a violation by the Parent Companies of any Law applicable to Sellerthe business of any Parent Company; or (iiic) subject to obtaining require any consent, notice or delivering the Third Party Consents and Noticesapproval under, violate, conflict with, or result in the any breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration under (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time time, or both), would constitute 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 triggering of any payment or creation of a Lien (other than a Parent Permitted Lien) upon any of the foregoing underrespective properties or assets (including rights) of any Parent Company, pursuant to, any Contract to which Seller or the any Parent Company is a party (or by which any of their respective properties or assets (including rights) are bound. (b) or any Parent Permit. Except for: 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 Mergers, including (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); Joint Proxy Statement and (ii) the approvals required to be obtained fromForm S-4, or notices given to, none of the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person Parent Companies is required to be obtained make any filing with or given by Seller to obtain any consent from any Person at or prior to the Company Partnership Merger Effective Time in connection with the performance execution and delivery of this Agreement and by the Parent Companies or the consummation by the Parent Companies of the Transactions. No later than five (5) Business Days prior , except where the failure to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying make any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are such filing or obtain any such consent would not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall reasonably be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)expected to have a Parent Material Adverse Effect.

Non-Contravention; Consents. (a) The execution and delivery by Parent and Merger Subs of this Agreement does notand the Transaction Documents, and the consummation of the Transactionstransactions contemplated hereby and thereby, and compliance by Parent and Merger Subs with the provisions hereof or thereof will not: (i) conflict with or not result in a violation, contravention any violation or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a conflict with or default (with or without notice or lapse of time, or both) under, or permit or result in the give rise to a right of termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller the loss of a material benefit under, or give rise to any obligation of Parent or Merger Subs to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute Parent under any provision under any provision of the foregoing under, any Contract to which Seller or the Company is a party or by which any Organizational Documents of their assets are boundParent. (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents The execution and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company in connection with the performance delivery of this Agreement and the Transaction Documents, and the performance of hereof and thereof, by each of Parent, Merger Sub and Merger Sub LLC will not require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, and any state securities laws, and filing and recordation of appropriate merger documents as required by the CCAA and the Indiana Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereoftransactions contemplated hereby or otherwise prevent Parent, which additional Regulatory Consents Merger Sub or Merger Sub LLC from performing its material obligations under this Agreement and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)Transaction Documents.

Non-Contravention; Consents. (a) The Assuming the filing of the certificate of merger with the Secretary of State of the State of Delaware and compliance with the applicable provisions of the DGCL, the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NYSE, the execution and delivery of this Agreement does notand the CVR Agreement by Parent and Purchaser (as the case may be), and the consummation of the Transactions, will not: (i) cause a violation of, contravene or conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of SellerParent or Purchaser; (ii) violate cause a violation by Parent or Purchaser of any Law Legal Requirement or order applicable to SellerParent or Purchaser, or to which Parent or Purchaser are subject; or (iii) subject to obtaining require any consent, waiver or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, or permit or result in the give rise to any right of purchase, termination, cancellation amendment, cancellation, acceleration or acceleration (whether after the giving of notice or the lapse of time or both) other change of any right or obligation or the loss of Seller underany benefit to which the Parent or Purchaser is entitled under any provision of any Contract, or result except, in the creation case of any Liens upon any of clauses (ii) and (iii), as would not have or reasonably be expected to have, individually or in the assets of Seller or the Company underaggregate, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (i) including the approvals required to be obtained fromfiling with the SEC of the Offer Documents), or notices given tostate takeover laws, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toDGCL, the third parties described on Schedule 4.4(b)(iiHSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) (and the “Third Party Consents rules and Notices”)regulations of the SEC and NYSE, no approval neither Parent nor Purchaser, nor any of or notice to any Governmental Authority or Parent’s other Person Affiliates, is required to be obtained give notice to, make any filing with or given by Seller or obtain any Consent from any Governmental Body at any time prior to the Company Closing in connection with the performance execution and delivery of this Agreement and or the CVR Agreement by Parent or Purchaser, as applicable, or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, except those that the failure to make or obtain as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No later than five (5) Business Days prior vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement, the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying CVR Agreement or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included Transactions (except in the Required Consents; provided, however, for the avoidance case of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(bPurchaser as has previously been obtained).

Non-Contravention; Consents. Except, in the case of clauses (ab) The and (c), for violations and defaults that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would not materially and adversely affect the Company’s ability to consummate any of the transactions contemplated by this Agreement or to perform any of its obligations under this Agreement, the execution and delivery of this Agreement does not, by the Company and the consummation by the Company of the Transactions, transactions contemplated by this Agreement will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or bylaws or equivalent organizational documents of any of the Bylaws of SellerAcquired Entities; (iib) violate cause a violation by any Law of the Acquired Entities of any Legal Requirement applicable to Sellerit; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute cause a default under, or permit or result in on the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) part of any right of the Acquired Entities under any agreement, lease, license, contract, note, bond, mortgage, indenture or obligation other instrument to which the Company or any of Seller underits Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets are bound, or result in the creation of an encumbrance on any Liens upon asset of the Company or any of its Subsidiaries. Except as may be required by the assets of Seller Telecommunications Regulatory Authorities or Governmental Franchising Authorities or as may be required under the Exchange Act, the DGCL, the HSR Act or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any rules and regulations of the foregoing underNew York Stock Exchange, any Contract to which Seller or none of the Company is a party or by which any of their assets are bound. (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person Acquired Entities is required to be obtained make any filing with or given by Seller give any notice to, or to obtain any consent or approval from, any Governmental Entity at or prior to the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company or the consummation by the Company of the Transactions. No later than five (5) Business Days prior transactions contemplated by this Agreement, except where the failure to make any such filing, give any such notice or obtain any such consent or approval would not have or reasonably be expected to have, individually or in the Closing Dateaggregate, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) a Material Adverse Effect or would not materially and 4.4(b)(ii) identifying adversely affect the Company’s ability to consummate any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance transactions contemplated by this Agreement or to perform any of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)its obligations under this Agreement.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the HSR Act, the execution and delivery of this Agreement does notby Parent and Purchaser, and the consummation of the Transactions, will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws or other organizational documents of SellerParent or Purchaser; (iib) violate cause a violation by Parent or Purchaser of any Law Legal Requirement or order applicable to SellerParent or Purchaser, or to which they are subject; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the a breach of, or constitute a default underon the part of Parent or Purchaser under any Contract, or permit or result except, in the terminationcase of clauses “(b)” and “(c)”, cancellation for such conflicts, violations, breaches or acceleration defaults as would not reasonably be expected to have a Parent Material Adverse Effect. Except as may be required by the Exchange Act (whether after including the giving filing with the SEC of notice the Offer Documents), state takeover laws, the DGCL or the lapse of time or both) of any right or obligation of Seller underHSR Act, or result in the creation of any Liens upon neither Parent nor Purchaser, nor any of the assets of Seller or the Company underParent’s other Affiliates, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained make any filing with or given by Seller give any notice to, or to obtain any Consent from, any Person at or prior to the Company Closing in connection with the performance execution and delivery of this Agreement and 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 any of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b).

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does notby Parent and, assuming the accuracy of the Company’s representations and warranties set forth in Section 2.21, the consummation by Parent of the Transactions, Mergers will not: not (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter Organizational Documents of Parent or the Bylaws of Sellerany Parent Subsidiary; (ii) assuming the consents and filings referred to in Section 3.5(b) are made and obtained, conflict with or violate in any Law material respect any applicable to SellerLegal Requirements; or (iii) subject to obtaining Section 4.5, result in any material loss, limitation or delivering the Third Party Consents and Noticesimpairment of any right of Parent or any Parent Subsidiary to own or use any assets, conflict withresult in any material violation of or default (with or without notice or lapse of time, or result in the breach of, or constitute a default both) under, or permit or result in the give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any right material obligation or obligation to the loss of Seller undera material benefit under any Contract binding upon Parent or any Parent Subsidiary or by which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens of any kind (other than Parent Permitted Encumbrances) upon any of the properties, rights or assets of Seller Parent or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are boundParent Subsidiary. (b) Except for: (i) as may be required by the approvals required to be obtained from, or notices given toSecurities Act, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toExchange Act, the third parties described on Schedule 4.4(b)(ii) (DGCL, the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority HSR Act or other Person applicable Antitrust Laws, applicable state securities takeover and “blue sky” laws or the rules and regulations of the NYSE, and neither Parent nor the Acquisition Subs, nor any Parent Subsidiary, is required to be obtained make any filing, registration, or given by Seller declaration with, give any notice to, or obtain any consent, Order, license, permit, clearance, waiver or approval from, any Governmental Entity for the Company in connection with the performance execution and delivery of this Agreement and by Parent or the consummation by Parent of the Transactions. No later than five (5) Business Days prior to Mergers, the Closing Date, Seller shall provide Buyer with updated copies performance by Parent of Schedules 4.4(b)(i) its covenants and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as obligations hereunder or the consummation by Parent of the date hereofMergers, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in each case, except as, individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)would not constitute or result in a Parent Material Adverse Effect.

Non-Contravention; Consents. (a) The Neither the execution and or delivery of this Agreement does notor any other document, and agreement, certificate or instrument nor the consummation of the Transactions, will not: (i) conflict with transactions contemplated hereby or result in a violation, contravention thereby does or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Noticeswill: i. violate, conflict with, or result in the breach of, or constitute a default under, the Certificate of Incorporation, Bylaws, or permit other organizational documents, of Acquiror or Acquisition Subsidiary; or ii. except as would not reasonably be expected to have a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement and assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, writ, injunction, judgment or decree of any court or Governmental Entity to which Acquiror or Acquisition Subsidiary or any of their assets or properties are subject or (B) result in the termination, cancellation a violation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller underbreach of, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, (with or without notice or lapse of time or both, would constitute any of the foregoing ) a default under, or give rise to any Contract right of termination, acceleration or modification of, any note, bond, mortgage, indenture, deed of trust, license, lease or other agreement, instrument or obligation to which Seller Acquiror or the Company Acquisition Subsidiary is a party or by which their or any of their assets are or properties may be bound. (b) Except for: (i) for the expiration or termination of the applicable waiting period under the HSR Act and any applicable foreign competition Laws, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act and the Blue Sky laws, and except for the filing and recordation of a Certificate of Merger as required by the DGCL, there is no other consent, approval, order or authorization of, or filing with, or any permit from, or any notice to, any court or Governmental Entity required to be obtained from, by Acquiror or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Acquisition Subsidiary in connection with the performance execution of this Agreement and the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)transactions contemplated hereby.

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does notby Parent and, assuming receipt of the Required Parent Stockholder Vote and the consummation accuracy of the TransactionsCompany’s representations and warranties set forth in Section 2.22, the consummation by Parent of the Merger will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter Organizational Documents of Parent or the Bylaws of Sellerany Parent Subsidiary; (ii) assuming the consents and filings referred to in Section 3.6(b) are made and obtained, conflict with or violate any Law applicable to SellerLegal Requirements; or (iii) subject to obtaining Section 4.7, result in any loss, limitation or delivering the Third Party Consents and Noticesimpairment of any right of Parent or any Parent Subsidiary to own or use any assets, conflict withresult in any violation of or default (with or without notice or lapse of time, or result in the breach of, or constitute a default both) under, or permit or result in the give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any right obligation or obligation to the loss of Seller undera benefit under any Contract binding upon Parent or any Parent Subsidiary or by which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens of any kind (other than Parent Permitted Encumbrances) upon any of the properties, rights or assets of Seller Parent or any Parent Subsidiary, except, in the Company undercases of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to constitute or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: (i) as may be required by the approvals required to be obtained from, or notices given toSecurities Act, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toExchange Act, the third parties described on Schedule 4.4(b)(ii) (DGCL, the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority HSR Act or other Person applicable Antitrust Laws, applicable state securities takeover and “blue sky” laws or the rules and regulations of Nasdaq, neither Parent nor Acquisition Sub, nor any Parent Subsidiary, is required to be obtained make any filing, registration, or given by Seller declaration with, give any notice to, or obtain any consent, Order, license, permit, clearance, waiver or approval from, any Governmental Entity for the Company in connection with the performance execution and delivery of this Agreement and by Parent or the consummation by Parent of the Transactions. No later than five (5) Business Days prior to Merger, the Closing Date, Seller shall provide Buyer with updated copies performance by Parent of Schedules 4.4(b)(i) its covenants and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as obligations hereunder or the consummation by Parent of the date hereofMerger, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in each case, except as, individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall would not reasonably be disregarded for the purposes of Section 3.2(b)expected to constitute or result in a Parent Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, the execution and delivery of this Agreement does not, by the Company and the consummation of the Transactions, Transactions will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of Sellerany Acquired Corporation; (ii) violate cause a violation by any Law Acquired Corporation of any Legal Requirement or order applicable to Selleran Acquired Corporation, or to which an Acquired Corporation is subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which an Acquired Corporation is entitled under any provision of any Material Contract; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) of any of the foregoing underproperty or assets of any Acquired Corporation, any Contract except in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to which Seller have, individually or in the Company is aggregate, a party or by which any of their assets are boundMaterial Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (i) including the approvals filing with the SEC of the Schedule 14D-9, the Schedule 13E-3 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), the applicable rules and regulations of the SEC and NASDAQ, the Acquired Corporations are not required to be obtained fromgive notice to, make any filing with, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company, or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except those notices, filings, or Consents that the failure to the Closing Datemake or obtain are not, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and Nasdaq, the execution and delivery of this Agreement does not, by the Company and the consummation of the Transactions, Transactions will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or bylaws (or other organizational documents) of the Bylaws of SellerCompany Entities; (ii) violate cause a violation by the Company Entities of any Law Legal Requirement or order applicable to Sellerthe Company Entities or to which the Company Entities are subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which the Company Entities are entitled under any provision of any Material Contract; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) on any of the foregoing under, any Contract to which Seller property or assets of the Company is Entities; except, in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a party or by which any of their assets are boundMaterial Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (iincluding the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the approvals applicable rules and regulations of the SEC and any national securities exchange, the Company is not required to be obtained fromgive notice to, make any filing with, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company, or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except those that the failure to the Closing Datemake or obtain would not, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall reasonably be disregarded for the purposes of Section 3.2(b)expected to have a Material Adverse Effect.

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does notby DISH and, assuming the receipt of the Required DISH Stockholder Vote (which will be received when the Ergen DISH Written Consent has been executed and delivered by the Ergen DISH Stockholders), the consummation by DISH of the Transactions, Merger will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter or the Bylaws Organizational Documents of Seller; DISH, (ii) cause a violation of any of the provisions of the Organizational Documents of any DISH Subsidiary; (iii) assuming the consents and filings referred to in Section 3.4(a) of the DISH Disclosure Letter are made and obtained, conflict with or violate any Law applicable to SellerLegal Requirements; or (iiiiv) subject result in any loss, limitation or impairment of any right of DISH or any DISH Subsidiary (including to obtaining own or delivering the Third Party Consents and Noticesuse any assets or rights), conflict withresult in any violation of or default (with or without notice or lapse of time, or result in the breach of, or constitute a default both) under, or permit or result in the give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any right obligation or obligation to the loss of Seller undera benefit under any Contract binding upon DISH or any DISH Subsidiary or by which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens of any kind (other than DISH Permitted Encumbrances) upon any of the properties, rights or assets of Seller DISH or any DISH Subsidiary, except, in the Company undercases of clauses (ii), (iii) and (iv), as would not, individually or result in or constitute the aggregate, reasonably be expected to have a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are boundDISH Material Adverse Effect. (b) Except for: (i) as may be required by the approvals required to be obtained from, or notices given toExchange Act, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents NRS, applicable Antitrust Laws or applicable Satellite and Notices”); and (ii) the approvals required to be obtained fromCommunications Laws, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval neither DISH nor any of or notice to any Governmental Authority or other Person DISH’s Subsidiaries is required to be obtained make any filing, registration, or given by Seller declaration with, give any notice to, or obtain any consent, Order, license, permit or approval from, any Governmental Entity for the Company in connection with the performance execution and delivery of this Agreement and by DISH or the consummation by DISH of the Transactions. No later than five (5) Business Days prior to the Closing DateMerger, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules except as of the date hereofwould not, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall reasonably be disregarded for the purposes of Section 3.2(b)expected to have a DISH Material Adverse Effect.

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does notby Parent and, assuming the accuracy of the Company’s representations and warranties set forth in Section 2.22, the consummation by Parent of the Transactions, Mergers will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter Organizational Documents of Parent or the Bylaws of Sellerany Parent Subsidiary; (ii) assuming the consents and filings referred to in Section 3.6(b) are made and obtained, conflict with or violate any Law applicable to SellerLegal Requirements; or (iii) subject to obtaining Section 4.5, result in any loss, limitation or delivering the Third Party Consents and Noticesimpairment of any right of Parent or any Parent Subsidiary to own or use any assets, conflict withresult in any violation of or default (with or without notice or lapse of time, or result in the breach of, or constitute a default both) under, or permit or result in the give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any right obligation or obligation to the loss of Seller undera benefit under any Contract that is material to the business of Parent and the Parent Subsidiaries, taken as a whole, or result in the creation of any Liens of any kind (other than Parent Permitted Encumbrances) upon any of the properties, rights or assets of Seller Parent or any Parent Subsidiary, except, in the Company undercases of clauses (ii) and (iii), as, individually or result in or constitute the aggregate, has not had and would not reasonably be expected to have a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: as (i) may be required by the approvals required to be obtained fromapplicable requirements of the Securities Act, the Exchange Act, the Utah Act, the DGCL, the DLLCA, applicable state securities takeover and “blue sky” laws or the rules and regulations of Nasdaq or NYSE, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company in connection with the performance filing of the Form S-4 with the SEC, neither Parent nor either Acquisition Sub, nor any Parent Subsidiary, is required to make any filing, registration, or declaration with, give any notice to, or obtain any consent, Order, license, permit, clearance, waiver or approval from, any Governmental Entity for the execution and delivery of this Agreement and by Parent or the consummation by Parent of the Transactions. No later than five (5) Business Days prior to Mergers, the Closing Date, Seller shall provide Buyer with updated copies performance by Parent of Schedules 4.4(b)(i) its covenants and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as obligations hereunder or the consummation by Parent of the date hereofMergers, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in each case, except as, individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall has not had and would not reasonably be disregarded for the purposes of Section 3.2(b)expected to have a Parent Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL and the HSR Act, the execution and delivery of this Agreement does notby Parent and Purchaser, and the consummation of the Transactions, will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of SellerParent or Purchaser; (ii) violate cause a violation by Parent or Purchaser of any Law Legal Requirement or order applicable to SellerParent or Purchaser, or to which Parent or Purchaser are subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, or permit or result in the give rise to any right of purchase, termination, cancellation amendment, cancellation, acceleration or acceleration (whether after the giving of notice or the lapse of time or both) other change of any right or obligation or the loss of Seller underany benefit to which Parent or Purchaser is entitled under any provision of any Contract, or result except, in the creation case of any Liens upon any of clauses (ii) and (iii), as would not have or reasonably be expected to have, individually or in the assets of Seller or the Company underaggregate, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (i) including the approvals required to be obtained fromfiling with the SEC of the Offer Documents), or notices given toTakeover Laws, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toDGCL, the third parties described on Schedule 4.4(b)(iiHSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) (and the “Third Party Consents applicable rules and Notices”)regulations of the SEC and any national securities exchange, no approval neither Parent nor Purchaser, nor any of or notice to any Governmental Authority or Parent’s other Person Affiliates, is required to be obtained give notice to, make any filing with or given by Seller or obtain any Consent from any Governmental Body at any time prior to the Company Closing in connection with the performance execution and delivery of this Agreement and by Parent or Purchaser, or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, except those that the failure to make or obtain as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No later than five (5) Business Days prior vote of Parent’s or Purchaser’s stockholders is necessary to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying approve this Agreement or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofTransactions other than the approval and adoption of this Agreement by Parent in its capacity as the sole stockholder of Purchaser, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance obtained following execution of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)this Agreement.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and Nasdaq, the execution and delivery of this Agreement does not, by the Company and the consummation of the Transactions, Transactions will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of Sellerany Acquired Corporation; (ii) violate cause a violation by any Law Acquired Corporation of any Legal Requirement or order applicable to Selleran Acquired Corporation, or to which an Acquired Corporation is subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which an Acquired Corporation is entitled under any provision of any Contract; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) on any of the foregoing underproperty or assets of any Acquired Corporation; except, any Contract in the case of clauses (iii) and (iv), as would not reasonably be expected to which Seller have, individually or in the Company is aggregate, a party or by which any of their assets are boundMaterial Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (iincluding the filing with the SEC of the Merger Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the approvals applicable rules and regulations of the SEC and any national securities exchange, the Acquired Corporations are not required to be obtained fromgive notice to, make any filing with, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company, or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except those that the failure to the Closing Datemake or obtain would not, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall reasonably be disregarded for the purposes of Section 3.2(b)expected to have a Material Adverse Effect.

Non-Contravention; Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the consummation by Parent and Merger Sub of the Transactions, Contemplated Transactions will not: , (i) conflict with with, or result in a violation, contravention any violation or breach of, any provision of the Parent Charter or Parent Bylaws or of the charter, bylaws, or other organizational document of any Subsidiary of Parent, (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, 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 any of its Subsidiaries’ assets under, any of the terms, conditions or provisions of the Charter any Parent Material Contract or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Noticesother agreement, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right instrument or obligation of Seller under, to which Parent or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company its Subsidiaries is a party or by which any of them or any of their properties or assets are may be bound, or (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 (ii), and (iii) of this Section 3.4(a) for any such conflicts, violations, breaches, rights of termination, Encumbrances, penalties, defaults, terminations, cancellations, accelerations, losses, changes of control, or payments, that have not had, and would not reasonably be expected to result in, a Parent Material Adverse Effect. (b) Except for: No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Contemplated Transactions, except for (i) the approvals required to be obtained fromobtaining Parent Stockholder Approval, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Parent is qualified as a foreign corporation to transact business, (iii) any filings required to be obtained frommade with the SEC in connection with Parent Stockholder Meeting, this Agreement and the Contemplated Transactions (including (A) the filing of the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus with the SEC in accordance with the Securities Act and the Exchange Act, respectively, and (B) the filing of a Form D Notice of Exempt Offering of Securities or notices given toother filings under the Securities Act, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of Exchange Act or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company applicable state securities Laws in connection with the performance Contemplated Transactions ), (iv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities Laws, the rules and regulations of this Agreement NASDAQ, and the consummation of the Transactions. No later than five (5v) Business Days prior such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, have not had, and would not reasonably be expected to the Closing Dateresult in, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(ia Parent Material Adverse Effect. (c) and 4.4(b)(iiThis Section 3.4 does not relate to (i) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofTax Laws, which additional Regulatory Consents are governed exclusively by Section 3.13 and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; providedSection 3.14, however(ii) ERISA or other Laws regarding employee benefit matters, for the avoidance of doubtwhich are governed exclusively by Section 3.14, that Seller’s provision of such updated schedules shall be disregarded for the purposes of (iii) Labor Laws, which are governed exclusively by Section 3.2(b)3.15, (iv) Environmental Laws, which are governed exclusively by Section 3.16, or (v) Anticorruption Laws, which are governed exclusively by Section 3.21.

Non-Contravention; Consents. (a) The execution Assuming that the consents specified in Section 4.3(b) below have been obtained, the execution, delivery and delivery performance of this Agreement does not, and the Collateral Agreements by Buyer and any Buyer Designee and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) conflict with result in a breach or violation of any provision of Buyer's or any Buyer Designee's charter or by-laws or similar organizational document (ii) violate or result in a violation, contravention or breach of or constitute an occurrence of default under any of the termsprovision of, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, acceleration or constitute a default cancellation of any obligation under, or permit give rise to a right by any party to terminate or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing amend its obligations under, any Contract mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller Buyer or the Company any Buyer Designee is a party or by which it or its assets or properties are bound, or (iii) violate any applicable Law, order, judgment, injunction, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Buyer or any Buyer Designee or any of their assets are boundrespective properties, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer's business taken as a whole or on Buyer's or any Buyer Designee's ability to consummate the transactions under this Agreement and the Collateral Agreements. (b) Except for: (i) the approvals required to be obtained fromNo consent, approval, order or authorization of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromdeclaration or filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained by Buyer or given by Seller or the Company any Buyer Designee in connection with the execution, delivery and performance of this Agreement and or the Collateral Agreements or for the consummation of the Transactions. No later than five transactions contemplated hereby or thereby, except for (5i) Business Days prior any filings required to be made under the Closing DateHSR Act and any applicable filings required under foreign antitrust Laws, Seller shall provide Buyer with updated copies and (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofwhich to be obtained or made, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for have not had and could not reasonably be expected to have a material adverse effect on Buyer's business taken as a whole or on Buyer's or any Buyer Designee's ability to consummate the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for transactions under this Agreement and the purposes of Section 3.2(b)Collateral Agreements.

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does notand the Collateral Agreements by Seller and, and assuming that all Seller Required Consents listed in Schedule 3.3(b) have been obtained or made, the consummation of the Transactionstransactions contemplated hereby and thereby, do not and will not: (i) conflict with or result in a violation, contravention breach or breach violation of any provision of the terms, conditions or provisions of the Charter or the Bylaws any organizational document of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the a breach of or constitute an occurrence of a default under any provision of, result in the acceleration or constitute a default cancellation of any obligation under, or permit give rise to a right by any party to terminate or result in the terminationamend its obligations under, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller underMaterial Contract, or result in the creation of any Liens Encumbrance upon any of the assets Purchased Assets; or (iii) violate any material Law of Seller any Governmental Body having jurisdiction over Seller, the Purchased Assets or the Company underAssumed Liabilities, except, in the case of clauses (ii) and (iii), as would not individually or result in or constitute the aggregate have a circumstance which, Material Adverse Effect with or without notice or lapse of time or both, would constitute any of respect to the foregoing under, any Contract to which Seller Purchased Assets or the Company is a party or by which any of their assets are boundAssumed Liabilities. (b) Except for: (i) the approvals required to be obtained fromNo consent, approval, order or authorization of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) declaration or filing with, any Person (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to including any Governmental Authority or other Person Body) is required to be obtained or given by Seller or the Company in connection with the performance execution and delivery of this Agreement and any Collateral Agreement to which Seller will be a party or for the sale of the Purchased Assets and the consummation by Seller of the Transactions. No later than five transactions contemplated hereby or thereby, except for (5i) Business Days prior any filings required to be made under the Closing DateHSR Act, (ii) consents or approvals of Third Parties required to transfer or assign to Buyer the Purchased Assets (including in the case of a Purchased Contract where Seller shall provide is retained by order of a court, any approvals, authorizations or orders of such court necessary to allow the Buyer to perform the services under and enjoy the benefits of the Purchased Contract), or assign the benefits of or delegate performance with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not regard thereto, in each case as set forth in such schedules as Schedule 3.3(b) (the "Seller Required Consents"), and (iii) consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to be obtained or made would not individually or in the aggregate have a Material Adverse Effect with respect to the Purchased Assets or result in the failure to be satisfied of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included condition set forth in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b7.2(e)(i).

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does notby Parent and, assuming the accuracy of the Company’s representations and warranties set forth in Section 2.21, the consummation by Parent of the Transactions, Merger will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter Organizational Documents of Parent or the Bylaws of Sellerany Parent Subsidiary; (ii) assuming the consents and filings referred to in Section 2.6(b) and Section 3.5(b) are made and obtained, conflict with or violate in any Law applicable to SellerLegal Requirements; or (iii) subject to obtaining Section 4.5, result in any loss, limitation or delivering the Third Party Consents and Noticesimpairment of any right of Parent or any Parent Subsidiary to own or use any assets, conflict withresult in any violation of or default (with or without notice or lapse of time, or result in the breach of, or constitute a default both) under, or permit or result in the give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any right obligation or obligation to the loss of Seller undera benefit under any Contract binding upon Parent or any Parent Subsidiary or by which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Liens of any kind (other than Parent Permitted Encumbrances) upon any of the properties, rights or assets of Seller Parent or any Parent Subsidiary, except, in the Company undercases of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to constitute or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: (i) as may be required by the approvals required to be obtained from, or notices given toSecurities Act, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toExchange Act, the third parties described on Schedule 4.4(b)(ii) (DGCL, the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority HSR Act or other Person applicable Antitrust Laws, applicable state securities takeover and “blue sky” laws or the rules and regulations of Nasdaq, and except as set forth in Part 2.6(b) of the Company Disclosure Schedule, neither Parent nor Acquisition Sub, nor any Parent Subsidiary, is required to be obtained make any filing, registration, or given by Seller declaration with, give any notice to, or obtain any consent, Order, license, permit, clearance, waiver or approval from, any Governmental Entity for the Company in connection with the performance execution and delivery of this Agreement by Parent, the performance by Parent of its covenants and obligations hereunder or the consummation by Parent of the Transactions. No later than five (5) Business Days prior to the Closing DateMerger, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofeach case, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included except as, individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall would not reasonably be disregarded for the purposes of Section 3.2(b)expected to constitute or result in a Parent Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, the execution and delivery of this Agreement does not, by the Company and the consummation of the Transactions, Transactions will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or bylaws (or other organizational documents) of the Bylaws of SellerCompany; (ii) violate cause a violation by any Law Acquired Company of any Legal Requirement or order applicable to Selleran Acquired Company, or to which an Acquired Company is subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which an Acquired Company is entitled under any provision of any Material Contract; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) on any of the foregoing underproperty or assets of any Acquired Company, any Contract in the case of each of clauses (ii), (iii) and (iv) except as would not reasonably be expected to which Seller have, individually or in the Company is aggregate, a party or by which any of their assets are boundMaterial Adverse Effect. (b) Except for: Assuming the accuracy of the representations set forth in Section 4.4(b), except for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (iincluding the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the approvals applicable rules and regulations of the SEC and any national securities exchange, the Acquired Companies are not required to be obtained fromgive notice to, make any filing with, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company, or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except as would not reasonably be expected to the Closing Datehave, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)a Material Adverse Effect.

Non-Contravention; Consents. (a) The Neither the execution and delivery of this Agreement does notby Commerce One, and nor the consummation of the Transactions, will not: (i) conflict with or result in a violation, contravention or breach performance by Commerce One of any of the termstransactions to be consummated or performed by it under this Agreement or any Related Equity Agreement, conditions will directly or provisions of the Charter or the Bylaws of Seller; indirectly (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time time): (i) violate any provision of Commerce One's Certificate of Incorporation or bothBylaws, would (ii) constitute or result in a breach or default by Commerce One or any of its subsidiaries, or give rise to a right of termination, amendment, cancellation or acceleration on the foregoing underpart of any other party, or result in the creation or imposition of any Contract Lien on Commerce One's assets, under any agreement or instrument to which Seller Commerce One or the Company any of its subsidiaries is a party or by which Commerce One or any of their assets are its subsidiaries is bound, which breach, default, termination or Lien would have, or would be reasonably expected to have, a Material Adverse Effect on Commerce One, or (iii) constitute a violation by Commerce One or any of its subsidiaries of any Requirement of Law. (b) Except for: (i) for the approvals required to be obtained fromfilings under the Hard-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, no consent, approval, order or authorization of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromqualification, designation, declaration or notices given tofiling with, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person on the part of Commerce One or any of its subsidiaries is required to be obtained or given by Seller or the Company in connection with the execution, delivery and performance by Commerce One of this Agreement and the Related Equity Agreements or the consummation of the Transactions. No later than five transactions contemplated hereby and thereby. (5c) Business Days prior Commerce One is not in violation of any provision of its Certificate of Incorporation or Bylaws or any other agreement, contract, obligation or commitment, which violation would materially affect its ability to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying perform its obligations under this Agreement or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofRelated Equity Agreements or has, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall or could reasonably be included in the Required Consents; providedexpected to have, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)a Material Adverse Effect on Commerce One.

Non-Contravention; Consents. (a) The execution Assuming compliance with the applicable provisions of the HSR Act, the execution, delivery and delivery performance of this Agreement does notby Parent and Purchaser, and the consummation by Parent and Purchaser of the Transactionstransactions contemplated by this Agreement, will not: (ia) conflict with or result in a violationbreach or violation of, contravention or breach of default under, any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws of SellerParent or Purchaser; (iib) violate result in a breach or violation by Parent or Purchaser of any Law Legal Requirement applicable to SellerParent or Purchaser, or to which they are subject; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any result in a breach or violation of, a termination (or right of the foregoing termination) or default under, any Contract to which Seller change in or acceleration or creation of any obligations or the Company is a party creation of any Encumbrance on the assets of Parent or Purchaser or change or loss of rights pursuant to, any Contract, in each case, that would be binding upon Parent or Purchaser, except as, individually or in the aggregate, would not materially and adversely affect Parent’s or Purchaser’s ability to consummate the Transactions. Except as may be required by which the Exchange Act, blue sky Legal Requirements and state takeover laws, the DGCL or the HSR Act and the rules and regulations of NASDAQ, neither Parent nor Purchaser, nor any of their assets are bound. (b) Except for: (i) the approvals required to be obtained fromParent’s other Affiliates, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained make any filing with or given by Seller give any notice or report to, or to obtain any Consent from, any Person at or prior to the Company Closing in connection with the execution, delivery and performance of this Agreement by Parent or Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger and the consummation of other Transactions contemplated hereby, except those that the failure to make or obtain, individually or in the aggregate, would not materially and adversely affect Parent’s or Purchaser’s ability to consummate the Transactions. No later than five (5) Business Days prior vote of Parent’s stockholders is necessary to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying approve this Agreement or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)transactions contemplated by this Agreement.

Non-Contravention; Consents. (a) The Neither the execution and the delivery of this Agreement does notor the other Transaction Agreements, and nor the consummation of the Transactionstransactions contemplated hereby or thereby, will not: (ia) conflict with except as listed in Section 3.3 of the Disclosure Schedule (the “Educational Notices/Consents”) violate or result in a violationrequire notice or consent relating to any constitution, contravention statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or breach other restriction of any government, governmental agency, court or Educational Agency, Educational Law, Educational Approval, Accrediting Body, State Educational Agency, Financial Assistance Programs and Title IV Programs to which Seller or its Subsidiaries is subject, (b) except as listed in Section 3.3 of the termsDisclosure Schedule, conditions or provisions violate any provision of the Charter or the Charter, Bylaws of Seller; (ii) violate , the organizational documents of any Law applicable to SellerSubsidiary of Seller or any other Contract or understanding with any director or trustee of Seller or its Subsidiaries; or (iiic) subject to obtaining or delivering except as listed in Section 3.3 of the Third Party Consents and NoticesDisclosure Schedule, conflict with, or result in the a breach of, or constitute a default under, or permit or result in the terminationacceleration of, cancellation or acceleration (whether after create in any party the giving of notice or the lapse of time or both) of any right or obligation of Seller underto accelerate, terminate, modify, or result in the creation of any Liens upon any of the assets of Seller or the Company undercancel, or result in require any notice under any arrangement or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company any Subsidiary of Seller is a party or by which it is bound or to which any of their its assets are bound. is subject (or result in the imposition of any Lien upon any of its assets), including, without limitation the agreements set forth in Section 3.21(a)(ii) of the Disclosure Schedule. Except for items listed in Section 3.3 of the Disclosure Schedule, neither Seller nor any Subsidiary of Seller needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of (a) any Governmental Authority (including any Educational Agency or State Educational Agency) or Accrediting Body in order for the Parties to consummate the transactions contemplated by this Agreement or (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the any third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company in connection with the performance of this Agreement and the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)party.

Non-Contravention; Consents. (a) The Except as set forth in Part 3.23 of the Company Disclosure Schedule and assuming compliance with the applicable provisions of the DGCL, the HSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and the rules and regulations of NASDAQ, and in the case of the Merger, if required by applicable Legal Requirements, the receipt of the Required Company Stockholder Vote, the execution and delivery of this Agreement does not, by the Company and the consummation by the Company of the Transactions, Transactions will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter Certificate of Incorporation or bylaws (or similar organizational documents) of the Bylaws of SellerCompany; (iib) violate cause a violation by the Company of any Law Legal Requirement or order applicable to Sellerthe Company, or to which the Company is subject; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or cause or permit or result in the termination, cancellation cancellation, acceleration or acceleration (whether after the giving of notice or the lapse of time or both) other change of any right or obligation of Seller under, or result in the creation loss of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract benefit to which Seller or the Company is a party entitled under any provision of any Material Contract. Except as set forth in Part 3.23 of the Company Disclosure Schedule and as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or by which disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, any of their assets are bound. (b) Except for: (i) the approvals required proxy statement to be obtained from, or notices given to, distributed to the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Company’s stockholders in connection with the performance of Transactions (the “Proxy Statement”), any information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (the “Information Statement”) and such reports under the Exchange Act as may be required in connection with this Agreement and the consummation Transactions), the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ, the Transactions. No later than five (5) Business Days Company is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing Datein connection with the execution and delivery of this Agreement, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as or the consummation by the Company of the date hereofMerger, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included except those that the failure to make or obtain are not, individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the Companies Act of Japan, the Japan Fair Trade Commission, the HSR Act, any other applicable Antitrust Law, Exon-Xxxxxx, FINSA and the listing requirements of the Nasdaq Global Select Market and the Tokyo Stock Exchange, and except as, individually or in the aggregate, would not either (i) reasonably be expected to have a Material Adverse Effect on Applied or a Material Adverse Effect on TEL, as the case may be, or (ii) reasonably be expected to prevent or materially impair or delay the consummation of the Business Combination or any of the other Contemplated Transactions, neither (x) the execution and delivery of this Agreement does notby Applied or TEL, and nor (y) the consummation of the Transactions, will not: (i) conflict with Business Combination or result in a violation, contravention or breach of any of the termsother Contemplated Transactions, conditions would reasonably be expected to, directly or provisions of the Charter or the Bylaws of Seller; indirectly (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time time): (A) contravene, conflict with or both, would constitute result in a violation of: (1) any of the foregoing provisions of the certificate of incorporation, bylaws or other charter or organizational documents of any of the Applied Entities or TEL Entities; or (2) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of any of the Applied Entities or TEL Entities; (B) contravene, conflict with or result in a violation of, any Legal Requirement or any Order to which any of the Applied Entities or TEL Entities, or any of the assets owned or used by any of the Applied Entities or TEL Entities, is subject; (C) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Applied Entities or TEL Entities or that otherwise relates to the business of any of the Applied Entities or TEL Entities or to any of the assets owned or used by any of the Applied Entities or TEL Entities; (D) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Applied Contract or TEL Contract that constitutes a Material Contract, or give any Person the right to: (1) declare a default or exercise any remedy under any such Material Contract; (2) a rebate, chargeback, penalty or change in delivery schedule under any such Material Contract; (3) accelerate the maturity or performance of any such Material Contract; or (4) cancel, terminate or modify any right, benefit, obligation or other term of such Material Contract; or (E) result in the imposition or creation of any Encumbrance upon or with respect to which Seller any tangible asset owned or the Company is a party or used by which any of their assets are boundthe Applied Entities or TEL Entities. (b) Except foras: (i) may be required by the approvals required to be obtained from, or notices given toSecurities Act, the Governmental Authorities described on Schedule 4.4(b)(iExchange Act, the DGCL, the Companies Act of Japan, the Japan Fair Trade Commission, the HSR Act, any applicable Antitrust Law, Exon-Xxxxxx, FINSA, the listing requirements of the Nasdaq Global Select Market (as they relate to the Form S-4 Registration/Proxy Statement) (and the “Regulatory Consents and Notices”)Tokyo Stock Exchange; and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given otherwise contemplated by Seller or the Company in connection with the performance of this Agreement and (including the Implementation Schedule); or (iii) individually or in the aggregate, would not either: (A) reasonably be expected to have a Material Adverse Effect on Applied or a Material Adverse Effect on TEL; or (B) reasonably be expected to prevent or materially impair or delay the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying Combination or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofother Contemplated Transactions, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall none of the Applied or TEL Entities was, is or will be included required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (1) the Required Consentsexecution, delivery or performance of this Agreement; provided, however, for or (2) the avoidance consummation of doubt, that Seller’s provision the Business Combination or any of such updated schedules shall be disregarded for the purposes of Section 3.2(b)other Contemplated Transactions.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the execution and delivery of this Agreement does not, and the consummation of the Transactions, Related Documents by Seller will not: (i) conflict with or result in a violation, contravention any violation or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default underunder (with or without notice or lapse of time, or permit both), or give rise to a right of, or result in the in, termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right obligation or obligation to the loss of Seller a benefit under, or result in the creation of any Liens Encumbrance in or upon any the Transferred Assets under, (i) Seller’s certificate of incorporation and its bylaws, in each case, as amended as of the assets of Seller or the Company underExecution Date, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, (ii) any Contract to which Seller or the Company is a party or by to which any of their assets the Transferred Assets are boundsubject or (iii) any (A) statute, ordinance, rule, regulation or other Law applicable to Seller or the Transferred Assets or (B) order, writ, injunction, judgment or decree applicable to Seller or the Transferred Assets, except in the cases of clauses (ii) and (iii), where the conflict, violation, breach, default, termination, cancellation, acceleration or creation of an Encumbrance, individually or in the aggregate, has not been and would not reasonably be expected to be material and adverse to the Transferred Assets, taken as a whole, or that would not reasonably be expected to prevent, materially impede or materially delay the consummation by Seller of the Acquisition. (b) Except for: (ias set forth in Section 3.1.4(b) of the approvals Seller Disclosure Schedule and as may be required by the Exchange Act, state takeover Laws and the DGCL, Seller is not required to be obtained fromgive notice to, make any filing with, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and Agreement, except those filings, notifications, approvals, notices or consents that the consummation of the Transactions. No later than five (5) Business Days prior failure to the Closing Datemake, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are obtain or receive would not set forth in such schedules as of the date hereofreasonably be expected to have, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)a Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming the filing of the certificate of merger with the Secretary of State of the State of Delaware and compliance with the applicable provisions of the DGCL, the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, the execution and delivery of this Agreement does not, by the Company and the consummation of the Transactions, Transactions will not: (i) cause a violation of, contravene or conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter certificate of incorporation or bylaws (or other organizational documents) of the Bylaws of SellerCompany; (ii) violate cause a violation by the Company of any Law Legal Requirement or order, writ, injunction, decree, rule or regulation applicable to Sellerthe Company, or to which the Company is subject; or (iii) subject to obtaining require any consent, waiver or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company is entitled under any provision of any Contract; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) of any of the foregoing underproperty or assets of the Company, any Contract except in the case of clauses (ii), (iii) and (iv), as have not had and would not reasonably be expected to which Seller have, individually or in the Company is aggregate, a party or by which any of their assets are boundMaterial Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (iincluding the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the approvals rules and regulations of the SEC and NASDAQ, the Company is not required to be obtained fromgive notice to, make any filing with, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company, or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except those that the failure to the Closing Datemake or obtain would not have or reasonably be expected to have, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)a Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), the execution and delivery of this Agreement does notby Parent and Purchaser, and the consummation of the Transactions, will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of SellerParent or Purchaser; (ii) violate cause a violation by Parent or Purchaser of any Law Legal Requirement or order applicable to SellerParent or Purchaser, or to which Parent or Purchaser are subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the foregoing under, loss of any Contract benefit to which Seller Parent or Purchaser is entitled under any provision of any Contract, except in the Company is case of clauses (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (i) including the approvals required to be obtained fromfiling with the SEC of the Offer Documents), or notices given toTakeover Laws, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toDGCL, the third parties described on Schedule 4.4(b)(iiHSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) (and the “Third Party Consents applicable rules and Notices”)regulations of the SEC and any national securities exchange, no approval neither Parent nor Purchaser, nor any of or notice to any Governmental Authority or Parent’s other Person Affiliates, is required to be obtained give notice to, make any filing with or given by Seller or obtain any Consent from any Governmental Body at any time prior to the Company Closing in connection with the performance execution and delivery of this Agreement and by Parent or Purchaser, or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, except those that the failure to make or obtain as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No later than five vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (5) Business Days except in the case of Purchaser as has been obtained prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date execution hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b).

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does notby Parent and, and assuming receipt of the Required Parent Shareholder Vote, the consummation by Parent of the Transactions, Merger will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter Organizational Documents of Parent or the Bylaws of Sellerany Parent Subsidiary; (ii) assuming the consents and filings referred to in Section 3.13(b) are made and obtained, conflict with or violate any Law applicable to SellerLegal Requirements; or (iii) subject to obtaining Section 4.7, result in any loss, limitation or delivering the Third Party Consents and Noticesimpairment of any right of Parent or any Parent Subsidiary to own or use any assets, conflict withresult in any violation of or default (with or without notice or lapse of time, or result in the breach of, or constitute a default both) under, or permit or result in the give rise to a right of termination, cancellation cancellation, first offer, first refusal, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any obligation or to the loss of a benefit under any contract, loan, indebtedness, mortgage, lease, agreement, instrument, permit, franchise, right or obligation license binding upon Parent or any Parent Subsidiary or by which any of Seller undertheir respective properties, rights or assets are bound or subject, or result in the creation of any Liens of any kind (other than Parent Permitted Encumbrances) upon any of the properties, rights or assets of Seller Parent or any Parent Subsidiary, except, in the Company undercases of clauses “(ii)” and “(iii),” as would not, individually or in the aggregate, reasonably be expected to constitute or result in a Parent Material Adverse Effect or constitute a circumstance whichto prevent, with materially delay or without notice materially impair the ability of Parent to perform its obligations under this Agreement or lapse of time or both, would constitute any of to consummate the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are boundMerger. (b) Except for: (i) as may be required by the approvals required to be obtained from, or notices given toSecurities Act, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toExchange Act, the third parties described on Schedule 4.4(b)(ii) (DGCL, the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority HSR Act or other Person applicable Antitrust Laws, applicable state securities takeover and “blue sky” laws, the rules and regulations of Nasdaq, neither Parent nor Acquisition Sub, nor any Parent Subsidiary, is required to be obtained make any filing, registration, or given by Seller declaration with, give any notice to, or obtain any consent, order, license, permit or approval from, any Governmental Entity for the Company in connection with the performance execution and delivery of this Agreement and by Parent or the consummation by Parent of the Transactions. No later than five (5) Business Days prior to the Closing DateMerger, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules except as of the date hereofwould not, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall reasonably be disregarded for the purposes of Section 3.2(b)expected to constitute or result in a Parent Material Adverse Effect.

Non-Contravention; Consents. (a) The execution and delivery of this Agreement does not, by the Company and the consummation of the Transactions, Transactions will not: (i) conflict with violate or result in constitute a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of Sellerany Acquired Corporation; (ii) assuming that the authorizations, consents and approvals referred to in Section 2.24(b) are obtained prior to the Effective Time and the filings referred to in Section 2.24(b) are made and any waiting periods with respect to such filings have terminated or expired prior to the Effective Time, violate or constitute a violation by any Law Acquired Corporation of any Legal Requirement or order applicable to Selleran Acquired Corporation, or to which an Acquired Corporation is subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the foregoing under, loss of any benefit to which an Acquired Corporation is entitled under any provision of any Contract to which Seller or the Company any Acquired Corporation is a party party; or by which (iv) result in an Encumbrance (other than a Permitted Encumbrance) on any of their the property or assets are boundof any Acquired Corporation; except, in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except for: for the (i) filing of the approvals required certificate of merger with the Secretary of State of the State of Delaware pursuant to be obtained fromthe DGCL, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) compliance with the approvals applicable requirements of the Exchange Act (including the filing with the SEC of the Merger Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), (iii) filings required under, and compliance with other applicable requirements of, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and (iv) compliance with the applicable rules and regulations of the SEC and any national securities exchange, the Acquired Corporations are not required to be obtained fromgive notice to, make any filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company, or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except those that the failure to the Closing Datemake or obtain would not reasonably be expected to have, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the Exchange Act, the Corporations Act, the HSR Act and any foreign Antitrust Laws, and the applicable requirements of the ASX Listing Rules, neither (a1) The the execution and delivery of this Agreement does notby Parent and Merger Sub, and nor (2) the consummation of the Merger or any of the other Contemplated Transactions, will not: or would reasonably be expected to, directly or indirectly (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time time): (a) contravene, conflict with or both, would constitute result in a violation of any of the foregoing under, any Contract to which Seller provisions of the certificate of incorporation or the Company is a party bylaws of Parent or by which any of their assets are bound.Merger Sub; (b) Except forcontravene, conflict with or result in a violation of any Legal Requirement or any Order to which Parent or Merger Sub, or any of their material assets, is subject; or (c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract of Parent, except, in the case of clauses “(b)” and “(c)” of this sentence, as would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor Merger Sub is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (i) the approvals required to be obtained fromexecution, delivery or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”)performance of this Agreement; and or (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company in connection with the performance of this Agreement and the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying Merger or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofother Contemplated Transactions, except in each case: (A) as may be required by the applicable provisions of the Exchange Act, the Corporations Act, the HSR Act and any foreign Antitrust Laws, and the applicable requirements of the ASX Listing Rules; or (B) the failure of which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall to make such filing, give such notice, or obtain such Consent, would not reasonably be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)expected to have a Parent Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of 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 does notby Parent and Merger Sub, and the consummation of the Transactions, will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws or other organizational documents of SellerParent or Merger Sub; (iib) violate cause a violation by Parent or Merger Sub of any Law Legal Requirement or order applicable to SellerParent or Merger Sub, or to which they are subject; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the a breach of, or constitute a default underon the part of Parent or Merger Sub under any Contract, or permit or result except, in the terminationcase of clauses “(b)” and “(c)”, cancellation for such conflicts, violations, breaches or acceleration (whether after defaults as would not have a Parent Material Adverse Effect. Except as may be required by the giving of notice Exchange Act, state takeover laws, the DGCL or the lapse of time HSR Act and any filing, notification or both) of approval in any right or obligation of Seller underforeign jurisdiction required by Antitrust Laws, or result in the creation of any Liens upon neither Parent nor Merger Sub, nor any of the assets of Seller or the Company underParent’s other Affiliates, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. (b) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained make any filing with or given by Seller give any notice to, or to obtain any Consent from, any Person at or prior to the Company Closing in connection with the performance execution and delivery of this Agreement and by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger or the other Transactions, other than such filings, notifications, approvals, notices or Consents that, if not obtained, made or given, would not have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or any of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b).

Non-Contravention; Consents. (a) The execution Assuming that the consents specified in Section 4.3(b) below have been obtained, the execution, delivery and delivery performance of this Agreement does not, and the Collateral Agreements by Buyer and any Buyer Designee and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) conflict with result in a breach or violation of any provision of Buyer’s or any Buyer Designee’s charter or by-laws or similar organizational document, (ii) violate or result in a violation, contravention or breach of or constitute an occurrence of default under any of the termsprovision of, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, acceleration or constitute a default cancellation of any obligation under, or permit give rise to a right by any party to terminate or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing amend its obligations under, any Contract mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller Buyer or the Company any Buyer Designee is a party or by which it or its assets or properties are bound, or (iii) violate any applicable Law, order, judgment, injunction, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Buyer or any Buyer Designee or any of their assets are boundrespective properties, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements. (b) Except for: (i) the approvals required to be obtained fromNo consent, approval, order or authorization of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromdeclaration or filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained by Buyer or given by Seller or the Company any Buyer Designee in connection with the execution, delivery and performance of this Agreement and or the Collateral Agreements or for the consummation of the Transactions. No later than five transactions contemplated hereby or thereby, except for (5i) Business Days prior those listed on Schedule 4.3(b) (the “Buyer Required Consents”), and (ii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to the Closing Datebe obtained or made, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for have not had and could not reasonably be expected to have a material adverse effect on Buyer’s business taken as a whole or Buyer’s or any Buyer Designee’s ability to consummate the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for transactions under this Agreement and the purposes of Section 3.2(b)Collateral Agreements.

Non-Contravention; Consents. (a) The Except as set forth in Section 3.4(a) of the Parent Disclosure Schedule, the execution and delivery of this Agreement by Parent and Merger Sub does not, and the consummation by Parent and Merger Sub of the Transactions, Contemplated Transactions and the compliance with the provisions of the Agreement by the Parent will not: , (i) conflict with with, or result in a violation, contravention 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 terms, conditions or provisions of the Charter any Parent Charter, Parent Bylaws, Parent Material Contract or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Noticesother agreement, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right instrument or obligation of Seller under, to which Parent or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company its Subsidiaries is a party or by which any of them or any of their properties or assets are may be bound, or (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 clause (ii) of this Section 3.4(a) for any such conflicts, violations, breaches, rights of termination, Encumbrances, penalties, defaults, terminations, cancellations, accelerations or losses that have not had, and would not reasonably be expected to result in, individual or in the aggregate, a Parent Material Adverse Effect. (b) Except for: No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Contemplated Transactions, except for (i) obtaining the approvals required to be obtained fromParent Stockholder Approval, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which Parent is qualified as a foreign corporation to transact business, (iii) any filings required to be obtained from, or notices given to, made with the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company SEC in connection with the performance of Parent Stockholder Meeting, this Agreement and the consummation Contemplated Transactions, (iv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities Laws, the rules and regulations of the Transactions. No later than five NASDAQ Capital Market, and (5v) Business Days prior such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations which, if not obtained or made, have not had, and would not reasonably be expected to the Closing Dateresult in, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)a Parent Material Adverse Effect.

Non-Contravention; Consents. Neither (a1) The execution and the execution, delivery or performance of this Agreement does notor any of the other Transaction Documents to which Parent or Merger Sub is a party, and nor (2) the consummation of the Merger or any of the other Contemplated Transactions, will not: directly or indirectly (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time time): (a) contravene, conflict with or both, would constitute result in a violation of any of the foregoing under, any Contract to which Seller provisions of the certificate of incorporation or the Company is a party or by which any bylaws of their assets are bound.Parent; or (b) Except for: contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Merger or any of the other Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Parent, or any of the material assets owned or used by Parent, is subject, except (i) the approvals required to be obtained fromunder applicable antitrust laws, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) for conflicts or violations which would not, individually or in the approvals aggregate, reasonably be expected to have or result in a material adverse effect on Parent’s ability to consummate the Merger. Except as may be required: (a) by the DGCL and if applicable, the CCC and (b) for filings (i) required under the Securities Act and the rules and regulations promulgated thereunder, (ii) required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (iii) required by the Nasdaq Stock Market with respect to the Merger and the Contemplated Transactions, and (iv) as otherwise may be required in order for Parent to comply with applicable federal and state securities laws, Parent was not, is not and will not be required to be obtained make any filing with or give any notice to, or to obtain any Consent from, or notices given to, any Person prior to the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Effective Time in connection with (A) the execution, delivery or performance of this Agreement or any of the Contemplated Transactions, and (B) the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying Merger or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereofContemplated Transactions, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall except where the failure to make or obtain any such filing, notice or Consent would not reasonably be included expected to have or result in a material adverse effect on Parent’s ability to consummate the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)Merger.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the MGCL and the rules and regulations of the SEC and Nasdaq, the execution and delivery of this Agreement does not, by the Company and the consummation of the Transactions, Transactions will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Company Charter or the Bylaws bylaws of Sellerthe Company or the corresponding articles of incorporation or bylaws (or other organizational documents) of any Acquired Company; (ii) violate cause a violation by any Acquired Company of any Law or order applicable to Selleran Acquired Company, or to which an Acquired Company is subject; or (iii) subject to obtaining receipt of the MidCap Consent, require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which an Acquired Company is entitled under any provision of any Material Contract; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) on any of the foregoing underproperty or assets of any Acquired Company, any Contract except in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to which Seller have, individually or in the Company is aggregate, a party or by which any of their assets are boundMaterial Adverse Effect. (b) Except for: for the Health Care Regulatory Approvals and the filing of the Articles of Merger with the SDAT or as may be required by the Exchange Act (i) including the approvals filing with the SEC of the Schedule 14D-9, the Company Schedule 13E-3 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the MGCL, the MLLCA and the rules and regulations of the SEC and Nasdaq, the Acquired Companies are not required to be obtained fromgive notice to, make any filing with, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company, or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except those that the failure to the Closing Datemake or obtain as would not, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall reasonably be disregarded for the purposes of Section 3.2(b)expected to have a Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the NRS, the HSR Act (if applicable), any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, except as set forth in Section 2.22(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, by the Company and the consummation of the Transactions, Transactions will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter charter or the Bylaws bylaws (or other organizational documents) of Sellerany Acquired Company; (ii) violate cause a violation by any Law Acquired Company of any Legal Requirement or order applicable to Selleran Acquired Company, or to which an Acquired Company is subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which an Acquired Company is entitled under any provision of any Material Contract; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) of any of the foregoing under, property or assets of any Contract to which Seller or the Company is a party or by which any of their assets are boundAcquired Company. (b) Except for: (i) for the approvals required to be obtained fromfiling of the articles of merger with the Nevada Secretary of State, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) as may be required by the approvals Exchange Act (including reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the NRS, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), (iii) the Gaming Approvals and (iv) the applicable rules and regulations of the SEC and NASDAQ, the Acquired Companies are not required to be obtained fromgive notice to, make any filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company, or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except those notices, filings or Consents that the failure to the Closing Datemake or obtain are not, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Except in the case of clauses "(a) The b)" and "(c)" of this sentence for violations, breaches and defaults that would not be material to the Company and its Subsidiaries, taken as a whole, the execution and delivery of this Agreement does notby the Company, the acquisition of Company Shares by Acquisition Sub pursuant to the Offer and the consummation by the Company of the Transactions, Merger will not: (ia) cause a violation of, or conflict with or result in a violationwith, contravention or breach of any of the terms, conditions or provisions of the Charter certificate of incorporation or bylaws of the Bylaws Company or any of Sellerits Subsidiaries; (iib) violate cause a violation by the Company or any Law of its Subsidiaries of, or conflict with, any Legal Requirement applicable to Sellerthe business of the Company or any of its Subsidiaries; or (iiic) subject cause a breach or default on the part of the Company or any of its Subsidiaries under, give to obtaining others any right of termination, amendment, acceleration, payment or delivering the Third Party Consents and Noticescancellation of, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving loss of notice or the lapse of time or both) of any right or obligation of Seller under, material benefit under or result in the creation of a lien or other encumbrance (other than Permitted Encumbrances) on any Liens upon property pursuant to any contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their properties or assets are is bound. (b) . Except for: (i) as may be required by the approvals Exchange Act, the DGCL, the HSR Act, the antitrust or competition laws of foreign jurisdictions, the NASD Bylaws or as set forth in Part 3.22 of the Company Disclosure Schedule, the Company is not required to be obtained frommake any filing with or to obtain any consent, approval, authorization or notices given topermit from any Person, domestic or foreign, at or prior to the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Acceptance Time in connection with the performance execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger except where the failure to make such filing or obtain such consent, approval, authorization or permit (a) would not be materially adverse to the Company and its Subsidiaries, taken as a whole, or to Parent or (b) would not materially delay acceptance for payment of the Company Shares tendered pursuant to the Offer or the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)Merger.

Non-Contravention; Consents. Subject to obtaining the Required Parent Stockholder Vote, the adoption of this Agreement (effective immediately following the execution of this Agreement) by Pxxxxx as the sole stockholder of Merger Sub and the filing of the Certificate of Merger required by the DGCL, neither (a) The execution and the execution, delivery or performance of this Agreement does notby Parent or Merger Sub, and nor (b) the consummation of the Contemplated Transactions, will not: directly or indirectly (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time time): (i) contravene, conflict with or both, would constitute result in a violation of any of the foregoing provisions of the Organizational Documents of Parent or any of its Subsidiaries; (ii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Contract Law or any order, writ, injunction, judgment or decree to which Seller Parent or the Company is a party or by which any of their its Subsidiaries, or any of the assets are bound.owned or used by Parent or any of its Subsidiaries, is subject, except as would not reasonably be expected to constitute, individually or in the aggregate, a Parent Material Adverse Effect; (biii) Except forcontravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Parent or its Subsidiaries, except as would not reasonably be expected to constitute, individually or in the aggregate, a Parent Material Adverse Effect; (iv) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Parent Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Parent Material Contract; (B) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (C) accelerate the maturity or performance of any Parent Material Contract; or (D) cancel, terminate or modify any term of any Parent Material Contract, except in the case of any non-material breach, default, penalty or modification; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent or any of its Subsidiaries (except for Permitted Encumbrances). Except for (A) any Consent set forth on Section 3.5 of the Parent Disclosure Schedule under any Parent Material Contract, (B) the approvals Required Parent Stockholder Vote, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (D) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, neither Parent nor any of its Subsidiaries was, is or will be required to be obtained make any filing with or give any notice to, or to obtain any Consent from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Body in connection with (x) the execution, delivery or performance of this Agreement and Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of Parent and Merger Sub to consummate the Contemplated Transactions. The Parent Board and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Parent Stockholder Support Agreements and the Parent Lock-Up Agreements and to the consummation of the Contemplated Transactions. No later than five (5) Business Days prior other state takeover statute or similar Law applies or purports to apply to the Closing DateMerger, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying this Agreement, the Parent Stockholder Support Agreements, the Parent Lock-Up Agreements or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)Contemplated Transactions.

Non-Contravention; Consents. (a) The execution Except as set forth in Section 4.3 of the Disclosure Schedules, the execution, delivery and delivery performance by each Seller of this Agreement and the Transaction Documents to which it is a party, does not, not and the consummation by each Seller of the Transactions, transactions contemplated by this Agreement and the Transaction Documents will not: (i) conflict , with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after without the giving of notice or the lapse of time or both conflict with, or result in a breach or violation of, or a default under, or give rise to any other right which may adversely affect the Transaction or the Transaction Documents under (i) its articles of association, by laws, certificate of incorporation or other incorporation or any other organizational document of such Seller; (ii) any Order by which a Seller is bound, or applicable to the Business and/or the Purchased Assets or the Assumed Liabilities; (iii) any Law applicable to a Seller, the Business and/or the Purchased Assets or Assumed Liabilities; (iv) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, amendment, acceleration or cancellation of any right or obligation under any Contract (including triggering of any rights under any Contract to change its terms, increase or decrease prices or similar provisions) or Permit or other instrument to which a Seller underis a party or to which any Business and/or the Purchased Assets is subject; (v) require any consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority (each under this sub-section (v), a “Governmental Approval”) to be obtained or made by Sellers, or (vi) result in the creation of any Liens upon Encumbrance on the Purchased Assets or assets licensed hereunder, including any of the assets of Seller or the Company underEncumbrance for any Taxes, other than a Permitted Encumbrance, or result in cause the Buyer to be under any Liabilities, except for Assumed Liabilities, and require any Consent or constitute a circumstance whichother action by, or filing or registration with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. (b) Except for: (i) the approvals required to be obtained from, or notices given notification to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or any other Person Person. It is required noted that to be obtained or given by Seller or assign the Company in connection with the performance of this Agreement and the consummation of the Transactions. No later than five (5) Business Days prior to the Closing DateAssigned Contracts, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)consent is required.

Non-Contravention; Consents. (a) The execution and delivery by Parent and Merger Subs of this Agreement does notand the Transaction Documents, and the consummation of the Transactionstransactions contemplated hereby and thereby, and compliance by Parent and Merger Subs with the provisions hereof or thereof will not: (i) conflict with or not result in a violation, contravention any violation or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute conflict with or cause a default (with or without notice or lapse of time, or both) under, or permit or result in the give rise to a right of termination, cancellation or acceleration (whether after the giving of notice any obligation or the lapse loss of time a material benefit under, or both) give rise to any obligation of Parent or Merger Subs to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any right or obligation of Seller Person under, or result in the creation of any Liens upon any of the properties or assets of Seller Parent or Merger Subs under any provision of: (i) the Company underOrganizational Documents of Parent or Merger Subs, or result in or constitute a circumstance whichas applicable, with or without notice or lapse of time or both, would constitute any of the foregoing under, (ii) any Contract or Permit to which Seller Parent, Merger Subs or the Company their respective Subsidiaries is a party or by which any of their respective properties or assets are bound; or (iii) assuming that all Consents, Permits, authorizations, filings or notices contemplated by Section 5.4(b) have been obtained or made and any Order applicable to Parent or its Subsidiaries or by which any of the properties or assets of Parent or its Subsidiaries are bound or any applicable Legal Requirement, except, in the case of the foregoing clauses (ii) and (iii), for any violations, breaches, conflicts, defaults, terminations, cancellations, accelerations, losses, obligations, increases, guarantees, rights, entitlements or Liens that, in each case, (A) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (B) would reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereby on a timely basis and in any event on or before the End Date. (b) Except for: (i) the approvals required to be obtained No Consent or Filing with, or Permit from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given made by Seller Parent or the Company any of its Subsidiaries in connection with the performance execution and delivery of this Agreement and the Transaction Documents, the compliance by Parent and its Subsidiaries with any of the provisions hereof or thereof, and the consummation of the Transactions. No later than five transactions contemplated hereby or thereby, except for: (5i) Business Days prior to Filings under and the Closing Dateexpiration or termination of any applicable waiting period under the HSR Act and any other applicable Antitrust Laws and Filings with and Consents from, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not if any, the Governmental Authorities set forth in such schedules as on Schedule 9.1(b) of the date hereofCompany Disclosure Schedules; (ii) the filing of the Certificate of Merger and the Second Certificate of Merger with the Secretary of State of the State of Delaware and the Secretary of the State of Indiana, as applicable; (iii) such Filings and Consents as may be required by any applicable state securities or "blue sky" or takeover Legal Requirements; (iv) such Filings and Consents as may be required by any securities, corporate or other applicable Legal Requirements; and (v) such other Consents, Filings, Permits or notices which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall if not obtained or made (A) would not reasonably be included expected to have, individually or in the Required Consents; providedaggregate, howevera Parent Material Adverse Effect or (B) would reasonably be expected to prevent, for materially impede or materially delay the avoidance consummation of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)transactions contemplated hereby on a timely basis and in any event on or before the End Date.

Non-Contravention; Consents. Except as set forth on Section 3.4 to the ADES Disclosure Schedule, neither (ax) The execution and the execution, delivery or performance of this Agreement does notby ADES, and nor (y) the consummation of the Contemplated Transactions, will not: directly or indirectly: (ia) contravene, conflict with or result in a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter Organizational Documents of ADES or any of its Subsidiaries; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law to which ADES, any of its Subsidiaries, or any of their respective assets is subject, except as would not reasonably be expected to be material to ADES or any of its Subsidiaries or the Bylaws business of Seller; ADES and its Subsidiaries as currently conducted (iithe “ADES Business”); (c) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Noticescontravene, conflict withwith or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by ADES or any of its Subsidiaries, except as would not reasonably be expected to be material to ADES or any of its Subsidiaries or the ADES Business; (d) contravene, conflict with or result in a violation or breach of, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration under (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing undertime), any Contract to which Seller provision of any ADES Material Contract, or give any Person the Company is a party or by which any of their assets are bound. (b) Except forright to: (i) the approvals required to be obtained from, declare a default or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”)exercise any remedy under any ADES Material Contract; and (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any ADES Material Contract; (iii) accelerate the approvals maturity or performance of any ADES Material Contract; or (iv) cancel, terminate or modify any term of any ADES Material Contract except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by ADES or its Subsidiaries (except for Permitted Encumbrances); (f) except, in the case of clauses (b) through (e), for any such conflicts, breaches, violations, defaults, losses, rights or other occurrences that have not had and would not, individually or in the aggregate, reasonably be expected to have an ADES Material Adverse Effect. Except for (i) the filings and notices set forth on Section 3.4 of the ADES Disclosure Schedule, (ii) such filings as may be required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Designations pursuant to the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, takeover and “blue sky” laws, ADES is not and will not be required to be obtained make any filing with or give any notice to, or to obtain any Consent from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Body in connection with (x) the execution, delivery or performance of this Agreement and Agreement, or (y) the consummation of the Contemplated Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included if individually or in the Required Consents; providedaggregate were not given or obtained, however, for would reasonably be expected to prevent or materially delay the avoidance ability of doubt, that Seller’s provision of such updated schedules shall be disregarded for ADES to consummate the purposes of Section 3.2(b)Contemplated Transactions.

Non-Contravention; Consents. (a) The Neither the execution and or delivery of this Agreement does notor any other document, and agreement, certificate or instrument nor the consummation of the Transactions, will not: (i) conflict with transactions contemplated hereby or result in a violation, contravention thereby does or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Noticeswill: i. violate, conflict with, or result in the breach of, or constitute a default under, the Certificate of Incorporation, Bylaws, or permit other organizational documents, of Acquiror or Acquisition Subsidiary; or Agreement and Plan of Merger ii. except as would not reasonably be expected to have a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement and assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, writ, injunction, judgment or decree of any court or Governmental Entity to which Acquiror or Acquisition Subsidiary or any of their assets or properties are subject or (B) result in the termination, cancellation a violation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller underbreach of, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, (with or without notice or lapse of time or both, would constitute any of the foregoing ) a default under, or give rise to any Contract right of termination, acceleration or modification of, any note, bond, mortgage, indenture, deed of trust, license, lease or other agreement, instrument or obligation to which Seller Acquiror or the Company Acquisition Subsidiary is a party or by which their or any of their assets are or properties may be bound. (b) Except for: (i) for the expiration or termination of the applicable waiting period under the HSR Act and any applicable foreign competition Laws, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act and the Blue Sky laws, and except for the filing and recordation of a Certificate of Merger as required by the DGCL, there is no other consent, approval, order or authorization of, or filing with, or any permit from, or any notice to, any court or Governmental Entity required to be obtained from, by Acquiror or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Acquisition Subsidiary in connection with the performance execution of this Agreement and the consummation of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)transactions contemplated hereby.

Non-Contravention; Consents. Subject to obtaining the Required Parent Stockholder Vote, the adoption of this Agreement (effective immediately following the execution of this Agreement) by Pxxxxx as the sole stockholder of Merger Sub and the filing of the Statement of Merger required by the ABCL, neither (a) The execution and the execution, delivery or performance of this Agreement does notby Parent or Merger Sub, and nor (b) the consummation of the Contemplated Transactions, will not: directly or indirectly (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time time): (i) contravene, conflict with or both, would constitute result in a violation of any of the foregoing provisions of the Organizational Documents of Parent or any of its Subsidiaries; (ii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Contract Law or any order, writ, injunction, judgment or decree to which Seller Parent or the Company is a party or by which any of their its Subsidiaries, or any of the assets are bound.owned or used by Parent or any of its Subsidiaries, is subject, except as would not reasonably be expected to constitute, individually or in the aggregate, a Parent Material Adverse Effect; (biii) Except forcontravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Parent or its Subsidiaries, except as would not reasonably be expected to constitute, individually or in the aggregate, a Parent Material Adverse Effect; (iv) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Parent Material Contract, or give any Person the right to: (iA) declare a default or exercise any remedy under any Parent Material Contract; (B) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (C) accelerate the maturity or performance of any Parent Material Contract; or (D) cancel, terminate or modify any term of any Parent Material Contract, except in the case of any non-material breach, default, penalty or modification; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent or any of its Subsidiaries (except for Permitted Encumbrances). Except for (A) any Consent set forth in Section 3.5 of the Parent Disclosure Schedule under any Parent Material Contract, (B) the approvals Required Parent Stockholder Vote, (C) the filing of the Statement of Merger with the Secretary of State of the State of Alabama pursuant to the ABCL, and (D) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, neither Parent nor any of its Subsidiaries were, are or will be required to be obtained make any filing with or give any notice to, or to obtain any Consent from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company in connection with (x) the execution, delivery or performance of this Agreement and Agreement, or (y) the consummation of the Contemplated Transactions, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of Parent and Merger Sub to consummate the Contemplated Transactions. The Parent Board and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in the ABCL and Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Parent Stockholder Support Agreements, the Parent Lock-Up Agreements, and to the consummation of the Contemplated Transactions. No later than five (5) Business Days prior other state takeover statute or similar Law applies or purports to apply to the Closing DateMerger, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying this Agreement, the Parent Stockholder Support Agreements, the Parent Lock-Up Agreements or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)Contemplated Transactions.

Non-Contravention; Consents. (a) The execution Assuming compliance with the applicable provisions of the WBCA, the DGCL, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and Nasdaq, the execution, delivery and performance of this Agreement does not, by the Company and the consummation of the Transactions, Transactions will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter articles of incorporation or the Bylaws bylaws (or other organizational documents) of Sellerany Acquired Company; (ii) violate cause a violation by any Law Acquired Company of any Legal Requirement or order applicable to Selleran Acquired Company, or to which an Acquired Company is subject; or (iii) subject to obtaining require any Consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which an Acquired Company is entitled under any provision of any Material Contract; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) on any of the foregoing underproperty or assets of any Acquired Company, any Contract except in the case of clauses (ii), (iii) and this clause (iv), as have not had and would not reasonably be expected to which Seller have, individually or in the Company is aggregate, a party or by which any of their assets are boundMaterial Adverse Effect. (b) Except for: for the filing of the (i) Washington Articles of Merger with the approvals required to be obtained from, or notices given to, Secretary of State of the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); State of Washington and (ii) Delaware Certificate of Merger with the approvals Secretary of State of the State of Delaware, or as may be required by the Exchange Act (including the filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the WBCA, the DGCL, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the applicable rules and regulations of the SEC and any national securities exchange, the Acquired Companies are not required to be obtained fromgive notice to, make any filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the execution, delivery and performance of this Agreement and by the Company, or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except those that the failure to the Closing Datemake or obtain has not had and would not reasonably be expected to have, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)a Material Adverse Effect.

Non-Contravention; Consents. (a) The execution Assuming that all consents, approvals, orders, clearances, authorizations, registrations, declarations or filings specified in Section 4.3b) have been obtained, the execution, delivery and delivery performance of this Agreement does not, by the Guarantor and the consummation of the Transactions, transactions contemplated hereby do not and will not: (i) result in any material breach or material violation of, or conflict with with, any provision of the Guarantor’s Governing Documents, (ii) in any material respect, violate or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a an occurrence of default under, or permit or result in the termination, acceleration or cancellation of or acceleration (whether after the giving of notice give rise to a right by any party to terminate or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing underamend, any Contract to which Seller or the Company Guarantor is a party or by which it or its assets or properties are bound, or (iii) violate any applicable Law of any Governmental Body having jurisdiction over the Guarantor or any of their assets are boundits properties, other than, in the case of clause (ii) or (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and would not reasonably be expected to materially interfere with or delay the Guarantor’s ability to carry out its obligations under this Agreement. (b) Except for: (i) Assuming the approvals required to be obtained fromaccuracy of the representations and warranties of Buyer in Section 5.3b), other than the Required Regulatory Approvals, no consent, approval, order or authorization of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromdeclaration or filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Guarantor in connection with the execution, delivery and performance of this Agreement and the consummation or its obligations hereunder, including, but not limited to, performance of the Transactions. No later than five (5) Business Days prior Guarantee, except for such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to the Closing Datebe obtained or made, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for have not had and would not reasonably be expected to materially interfere with or delay the avoidance of doubt, that SellerGuarantor’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)ability to carry out its obligations under this Agreement.

Non-Contravention; Consents. (a) The Neither the execution and delivery of this Agreement does notby such Stockholder (or if applicable, and such Stockholder’s spouse) nor the consummation of the Transactionstransactions contemplated hereby nor compliance by such Stockholder (or if applicable, such Stockholder’s spouse) with any provisions herein will not: (ia) if such Stockholder is not an individual, violate, contravene or conflict with or result in a violation, contravention or any breach of any provision of the certificate of incorporation or bylaws or equivalent organizational documents of such Stockholder, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity on the part of such Stockholder (or if applicable, such Stockholder’s spouse), except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other securities laws and the rules and regulations promulgated thereunder, (c) violate, conflict with, or result in a breach of or default under any provisions of, or require any consent, waiver or approval under any of the terms, conditions or provisions of, any Contract to which such Stockholder (or if applicable, such Stockholder’s spouse) is a party or by which such Stockholder (or if applicable, such Stockholder’s spouse) or any of such Stockholder’s Covered Shares may be bound, (d) result in the Charter creation or the Bylaws imposition of Seller; any Lien (iiother than any Permitted Liens or Lien created by Parent) on any of such Stockholder’s Covered Shares or (e) violate any Law applicable to Seller; such Stockholder (or (iiiif applicable, such Stockholder’s spouse) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets such Stockholder’s Covered Shares are bound. , except, in the case of each of clauses (bc), (d) Except for: (i) the approvals required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”e), no approval as would not, individually or in the aggregate, reasonably be expected to prevent, impair or delay the consummation by such Stockholder of or notice to any Governmental Authority or other Person is required to be obtained or given the transactions contemplated by Seller or the Company in connection with the performance of this Agreement and the consummation of the Transactions. No later than five (5) Business Days prior or otherwise prevent, impair or delay such Stockholder’s ability to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in perform such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that SellerStockholder’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)obligations hereunder.

Non-Contravention; Consents. (a) The Neither the execution and or delivery of this Agreement does not, and nor the consummation of the Transactions, will not: transactions contemplated hereby does or will: (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Noticesviolate, conflict with, or result in the breach of, or constitute a default under, the Certificate of Incorporation, as amended, or permit Bylaws, as amended, of the Company or any Company Subsidiary; or (ii) assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to which the Company or any Company Subsidiary or any of their respective assets or properties are subject, which violation, individually or in the aggregate, has or would reasonable be expected to have a Company Material Adverse Effect, or (B) except as disclosed on Schedule 3.5 of the ------------ Company Disclosure Schedule, result in the termination, cancellation a violation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller underbreach of, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, (with or without notice or lapse of time or both, would constitute any of the foregoing ) a default under, or give rise to any Contract right of termination, acceleration or modification of, any note, bond, mortgage, indenture, deed of trust, license, lease or other agreement, instrument or obligation to which Seller Company or the any Company Subsidiary is a party or by which their or any of their assets are or properties may be bound, which default, breach or other action individually or in the aggregate has or would reasonably be expected to have a Company Material Adverse Effect. (b) Except for: (i) for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the approvals Securities Act, the Exchange Act and the Blue Sky laws, and except for the filing and recordation of a Certificate of Merger as required by the DGCL, there is no other consent, approval, order or authorization of, or filing with, or any permit from, or any notice to, any court, arbitral tribunal, administrative agency or commission or other governmental, regulatory or administrative authority required to be obtained from, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company in connection with the performance execution of this Agreement and the consummation of the Transactions. No later than five transactions contemplated hereby, the failure of which to obtain would, as may reasonably be foreseen, individually or in the aggregate, (5i) Business Days prior to the Closing Datehave a Company Material Adverse Effect, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(ior (ii) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as preclude, impair or materially delay consummation of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)transactions contemplated by this Agreement.

Non-Contravention; Consents. Subject to obtaining the Required Parent Stockholder Vote, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware required by the DGCL and clearance of the Merger under any applicable Antitrust Laws, neither (ax) The execution and the execution, delivery or performance of this Agreement does notby Parent or Merger Sub, and nor (y) the consummation by Xxxxxx and Merger Sub of the Contemplated Transactions, will not: directly or indirectly (i) conflict with or result in a violation, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time time): (a) contravene, conflict with or both, would constitute result in a violation of any of the foregoing under, any Contract to which Seller provisions of the Organizational Documents of Parent or the Company is a party or by which any of their assets are bound.Merger Sub; (b) Except forcontravene, conflict with or result in a material violation of, or, to the Knowledge of Parent, give any Governmental Body or other Person the right to successfully challenge the Contemplated Transactions or to successfully exercise any material remedy or obtain any material relief under, any Law or any order, writ, injunction, judgment or decree to which Parent or its Subsidiaries, or any of the assets owned or used by Parent or its Subsidiaries, is subject, except as would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole; (c) contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Parent or its Subsidiaries, except as would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Parent Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Parent Material Contract; (ii) any material payment or payments, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the approvals required maturity or performance of any Parent Material Contract; or (iv) cancel, terminate or modify any term of any Parent Material Contract, except in the case under this clause (d) as would not reasonably be expected to be obtained frommaterial to Parent and its Subsidiaries, taken as a whole; or (e) result in the imposition or notices given tocreation of any material Encumbrance upon or with respect to any material asset owned or used by Parent or its Subsidiaries (except for Permitted Encumbrances). Except for (i) any Consent set forth in Section 3.5 of the Parent Disclosure Schedule, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals Required Parent Stockholder Vote, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the clearance of the Merger under any applicable Antitrust Laws; and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws or, if not given or obtained, as would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole, or would not reasonably be expected to prevent or materially delay beyond the End Date the ability of Parent or the Merger Sub to consummate the Contemplated Transactions, neither Parent nor any of its Subsidiaries is or will be required to be obtained make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (A) the execution, delivery or notices given toperformance by Xxxxxx and the Merger Sub of this Agreement, or (B) the third parties described on Schedule 4.4(b)(ii) (consummation of the “Third Party Consents Contemplated Transactions. Assuming the accuracy of the representations and Notices”), no approval warranties of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company in connection with Section 2.5, the Parent Board and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Parent Stockholder Support Agreements, and to the consummation of the Contemplated Transactions. No later than five (5) Business Days prior other state Takeover Statute or similar Law applies or purports to apply to the Closing DateMerger, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying this Agreement, the Parent Stockholder Support Agreements or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)Contemplated Transactions.

Non-Contravention; Consents. (a) The execution Assuming that the consents specified in Section 4.3(b) below have been obtained, the execution, delivery and delivery performance of this Agreement does not, and the Collateral Agreements by Buyer and any Buyer Designee and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) conflict with result in a breach or violation of any provision of Buyer’s or any Buyer Designee’s charter or by-laws or similar organizational document (ii) violate or result in a violation, contravention or breach of or constitute an occurrence of default under any of the termsprovision of, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, acceleration or constitute a default cancellation of any obligation under, or permit give rise to a right by any party to terminate or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing amend its obligations under, any Contract mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller Buyer or the Company any Buyer Designee is a party or by which it or its assets or properties are bound, or (iii) violate any applicable Law, order, judgment, injunction, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Buyer or any Buyer Designee or any of their assets are boundrespective properties, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer’s business taken as a whole or on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements. (b) Except for: (i) the approvals required to be obtained fromNo consent, approval, order or authorization of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromdeclaration or filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained by Buyer or given by Seller or the Company any Buyer Designee in connection with the execution, delivery and performance of this Agreement and or the Collateral Agreements or for the consummation of the Transactions. No later than five transactions contemplated hereby or thereby, except for (5i) Business Days prior any filings required to be made under the Closing DateHSR Act and any applicable filings required under foreign antitrust Laws, Seller shall provide Buyer (ii) a waiver or consent from the SEC concerning obligations with updated copies respect to filing of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as full three year audited financial statements of the date hereofOptoelectronics Business as a part of Buyer’s Form 8-K obligations that will permit Buyer to comply with its statutory and regulatory obligations with information available from Seller, and (iii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall to be included obtained or made, individually or in the Required Consents; providedaggregate, however, for have not had and could not reasonably be expected to have a material adverse effect on Buyer’s business taken as a whole or on Buyer’s or any Buyer Designee’s ability to consummate the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for transactions under this Agreement and the purposes of Section 3.2(b)Collateral Agreements.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the Exchange 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 does notby Parent and Merger Sub, and the consummation of the Transactions, will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws or other organizational documents of SellerParent or Merger Sub; (iib) violate conflict with or cause a violation by Parent or Merger Sub of any Law Legal Requirements or order applicable to SellerParent or Merger Sub, or to which they are subject; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the a breach of, or constitute a default underon the part of Parent or Merger Sub under any Contract, or permit or result except, in the termination, cancellation or acceleration (whether after the giving case of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. clauses (b) and (c), for such conflicts, violations, breaches or defaults as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except for: as may be required by the Exchange Act (i) including the approvals required to be obtained fromfiling with the SEC of the Proxy Statement), or notices given tostate takeover laws, the Governmental Authorities described on DGCL or the HSR Act and any filing, notification or approval in any jurisdiction required by Antitrust Laws in those jurisdictions identified in Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”5.3(c), no approval neither Parent nor Merger Sub, nor any of or notice to any Governmental Authority or Parent’s other Person Affiliates, is required to be obtained make any filing with or given by Seller give any notice to, or to obtain any Consent from, any Governmental Body at or prior to the Company Closing in connection with the performance execution and delivery of this Agreement and by Parent or Merger Sub or the consummation by Parent or Merger Sub of 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, individually or in the aggregate, a Parent Material Adverse Effect. No later than five (5) Business Days prior vote of Parent’s stockholders, or of any equity holders of any Affiliate of Parent, is necessary to approve this Agreement or any of the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices Transactions that are has not set forth in such schedules already been obtained as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b).

Non-Contravention; Consents. (a) The execution Subject to obtaining the Required Parent Shareholder Vote and delivery of this Agreement does not, and the filings with the Companies Registrar or all other notices or filings required under the Companies Law with respect to the consummation of the TransactionsMerger and the issuance of the Certificate of Merger by the Companies Registrar or any filings with the Applicable Court, will notneither: (i) conflict with the execution, delivery or result in a violationperformance of this Agreement by Parent or Merger Sub, contravention or breach of any of the terms, conditions or provisions of the Charter or the Bylaws of Seller; nor (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any consummation of the assets of Seller Contemplated Transactions to which it is a party, will directly or the Company under, or result in or constitute a circumstance which, indirectly (with or without notice or lapse of time time): (a) contravene, conflict with or both, would constitute result in a violation of any of the foregoing underprovisions of the Organizational Documents of Parent or Merger Sub; (b) contravene, conflict with or result in a violation of, or give any Contract Governmental Body the right to challenge the Contemplated Transactions to which Seller or the Company it is a party or by to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which Parent or Merger Sub, or any of their the assets are bound.owned or used by Parent or Merger Sub, is subject, except as would not reasonably be expected to be material to Parent or its business; (bc) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Xxxxxx, except as would not reasonably be expected to be material to Parent or its business; (d) subject to obtaining the requisite approvals and consents in respect of the Contracts set forth in Section ‎‎3.5‎(d) of the Parent Disclosure Schedule, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Parent Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any Parent Material Contract; (ii) any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or performance of any Parent Material Contract; or (iv) cancel, terminate or modify any term of any Parent Material Contract, except in the case of any non-material breach, default, penalty or modification; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent or Merger Sub (except for Permitted Encumbrances). Except for: (i) the approvals required filing with the Companies Registrar and all such other notices or filings with respect to be obtained fromthe consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals filing of the Nasdaq Notification and receiving the requisite approval from Nasdaq, (iii) or any filings with the Applicable Court and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, neither the Parent nor Merger Sub is or will be required to be obtained make any filing with or give any notice to, or to obtain any Consent from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company Body in connection with (y) the execution, delivery or performance of this Agreement and Agreement, or (z) the consummation of the Contemplated Transactions to which it is a party, which if individually or in the aggregate were not given or obtained, would reasonably be expected to prevent or materially delay the ability of Parent and Xxxxxx Sub to consummate the Contemplated Transactions. No later than five (5) Business Days prior takeover statute or regulation is applicable to this Agreement, the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying Merger or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, other Contemplated Transactions to which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)it is a party.

Non-Contravention; Consents. (a) The execution Assuming that the consents specified in Section 4.3(b) below have been obtained, the execution, delivery and delivery performance of this Agreement does not, and the Collateral Agreements by Buyer and any Buyer Designee and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) conflict with result in a breach or violation of any provision of Buyer’s or any Buyer Designee’s charter or by-laws or similar organizational document, (ii) violate or result in a violation, contravention or breach of or constitute an occurrence of default under any of the termsprovision of, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, acceleration or constitute a default cancellation of any obligation under, or permit give rise to a right by any party to terminate or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing amend its obligations under, any Contract mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other arrangement or commitment to which Seller Buyer or the Company any Buyer Designee is a party or by which it or its assets or properties are bound, or (iii) violate any applicable Law, order, judgment, injunction, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Buyer or any Buyer Designee or any of their assets are boundrespective properties, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and could not be reasonably expected to have a material adverse effect on Buyer’s or any Buyer Designee’s ability to consummate the transactions under this Agreement and the Collateral Agreements. (b) Except for: (i) the approvals required to be obtained fromNo consent, approval, order or authorization of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromdeclaration or filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained by Buyer or given by Seller or the Company any Buyer Designee in connection with the execution, delivery and performance of this Agreement and or the Collateral Agreements or for the consummation of the Transactions. No later than five transactions contemplated hereby or thereby, except for (5i) Business Days prior any filings required to be made under the Closing DateHSR Act, Seller shall provide Buyer with updated copies the German Act Against Restraints of Schedules 4.4(b)(iCompetition, and any applicable filings required under other antitrust Laws, and (ii) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as consents, approvals, orders, authorizations, registrations, declarations or filings the failure of the date hereofwhich to be obtained or made, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for have not had and could not reasonably be expected to have a material adverse effect on Buyer’s business taken as a whole or Buyer’s or any Buyer Designee’s ability to consummate the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for transactions under this Agreement and the purposes of Section 3.2(b)Collateral Agreements.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the HSR 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 does notby Parent and Merger Sub, and the consummation of the Transactions, will not: (ia) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws or other organizational documents of SellerParent or Merger Sub; (iib) violate cause a violation by Parent or Merger Sub of any Law Legal Requirements or order applicable to SellerParent or Merger Sub, or to which they are subject; or (iiic) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the a breach of, or constitute a default underon the part of Parent or Merger Sub under any material Contract, or permit or result except, in the termination, cancellation or acceleration (whether after the giving case of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company is a party or by which any of their assets are bound. clauses (b) and (c), for such conflicts, violations, breaches or defaults as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except for: as may be required by the Exchange Act (i) including the approvals required to be obtained fromfiling with the SEC of the Proxy Statement), or notices given tostate Takeover Laws, the Governmental Authorities described on Schedule 4.4(b)(i) (DGCL or the “Regulatory Consents HSR Act and Notices”); and (ii) the approvals any filing, notification or approval in any foreign jurisdiction required to be obtained fromby Antitrust Laws or Investment Screening Laws, or notices given toneither Parent nor Merger Sub, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”)nor any of Parent’s other Affiliates, no approval of or notice to any Governmental Authority or other Person is required to be obtained make any filing with or given by Seller give any notice to, or to obtain any Consent from, any Governmental Body at or prior to the Company Closing in connection with the performance execution and delivery of this Agreement and by Parent or Merger Sub or the consummation by Parent or Merger Sub of 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, individually or in the aggregate, a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or any of the Transactions. No later than five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b).

Non-Contravention; Consents. (a) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the Transactions, Contemplated Transactions will not: , (i) conflict with with, or result in a violation, contravention any violation or breach of, any provision of the Company Charter, the Company Bylaws or of the charter, bylaws, or other organizational document of any Subsidiary of the Company, (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, 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 Encumbrance on the Company’s or any of its Subsidiaries’ assets under, any of the terms, conditions or provisions of the Charter any Company Material Contract or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Noticesother agreement, conflict with, or result in the breach of, or constitute a default under, or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right instrument or obligation of Seller under, to which the Company or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which Seller or the Company its Subsidiaries is a party or by which any of them or any of their properties or assets are may be bound, or (iii) subject to obtaining the Company Stockholder Approval and subject to the consents, approvals and authorizations specified in clauses (i) through (v) of Section 2.4(b) having been obtained prior to the Effective Time and all filings and notifications described in Section 2.4(b) having been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of clause (iii) of this Section 2.4(a) for any such conflicts or violations, that have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. (b) Except for: No consent, approval, license, permit, Order or authorization of, or registration, declaration, notice or filing with, any Governmental Authority is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Contemplated Transactions, except for (i) obtaining the approvals required to be obtained fromCompany Stockholder Approval, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) any filings required to be obtained from, or notices given to, made with the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company SEC in connection with the performance of this Agreement and the consummation Contemplated Transactions, (iv) such consents, approvals, Orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities Laws, the rules and regulations of the Transactions. No later than five Nasdaq Global Market, and (5v) Business Days prior such other consents, licenses, permits, Orders, authorizations, filings, approvals and registrations which, if not obtained or made, have not had, and would not reasonably be expected to the Closing Dateresult in, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)a Company Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act, and the rules and regulations of the SEC and Nasdaq, the execution and delivery of this Agreement does not, by the Company and the consummation of the Transactions, Transactions will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of Sellerany Acquired Corporation; (ii) violate cause a violation by any Law Acquired Corporation of any Legal Requirement applicable to Selleran Acquired Corporation, or to which an Acquired Corporation is subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of payment, purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which an Acquired Corporation is entitled under any provision of any Material Contract; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) on any of the foregoing underproperty or assets of any Acquired Corporation, any Contract and in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to which Seller have, individually or in the Company is aggregate, a party or by which any of their assets are boundMaterial Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (i) including the approvals filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, the HSR Act and the applicable rules and regulations of the SEC and Nasdaq, the Acquired Corporations are not required to be obtained fromgive notice to, make any filing with, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company, or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except those that the failure to the Closing Datemake or obtain as would not, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall reasonably be disregarded for the purposes of Section 3.2(b)expected to have a Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NASDAQ, the execution and delivery of this Agreement does not, by the Company and the consummation of the Transactions, Transactions will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of Sellerany Acquired Corporation; (ii) violate cause a violation by any Law Acquired Corporation of any Legal Requirement or order applicable to Selleran Acquired Corporation, or to which an Acquired Corporation is subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which an Acquired Corporation is entitled under any provision of any Contract; or (iv) result in an Encumbrance (other than a Permitted Encumbrance) on any of the foregoing underproperty or assets of any Acquired Corporation, any Contract except in the case of clauses (iii) and (iv), as would not reasonably be expected to which Seller have, individually or in the Company is aggregate, a party or by which any of their assets are boundMaterial Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (i) including the approvals filing with the SEC of the Schedule 14D-9 and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the applicable rules and regulations of the SEC and any national securities exchange, the Acquired Corporations are not required to be obtained fromgive notice to, make any filing with, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company, or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except those that the failure to the Closing Datemake or obtain as would not, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall reasonably be disregarded for the purposes of Section 3.2(b)expected to have a Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the rules and regulations of the SEC and Nasdaq, and assuming the Stockholder Approval is obtained, the execution and delivery of this Agreement by the Company does not, not and the consummation of the Transactions, Transactions by the Company will not: not (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or comparable organizational documents) of Sellerany Acquired Company; (ii) violate cause a violation by any Law Acquired Company of any Legal Requirement or Order applicable to Selleran Acquired Company; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the a breach of, by an Acquired Company of or constitute a default under, by an Acquired Company under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default by an Acquired Company under), would constitute or give rise to any right of termination, amendment, cancellation or acceleration or the loss of any benefit to which an Acquired Company is entitled under, any Specified Contract; or (iv) result in the creation of an Encumbrance (other than a Permitted Encumbrance) on any of the property or assets of any Acquired Company, except, in each case of the foregoing underclauses (ii), any Contract (iii) and (iv), as would not reasonably be expected, individually or in the aggregate, to which Seller or the Company is constitute a party or by which any of their assets are boundMaterial Adverse Effect. (b) Except for: as may be required by the Exchange Act (i) including the approvals filing with the SEC of the Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and the rules and regulations of the SEC and Nasdaq, the Acquired Companies are not required to be obtained from, or notices given give notice to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, make any filing with or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and by the Company or the consummation by the Company of the Merger or the other Transactions. No later than five (5) Business Days prior , except those notices, filings or consents the failure to the Closing Dategive, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are make or obtain which would not set forth in such schedules as of the date hereofreasonably be expected, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)to constitute a Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), the execution and delivery of this Agreement does notand the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of SellerUltimate Parent, Parent or Purchaser; (ii) violate cause a violation by Ultimate Parent, Parent or Purchaser of any Law Legal Requirement or order applicable to SellerUltimate Parent, Parent or Purchaser, or to which Parent or Purchaser are subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the foregoing under, loss of any Contract benefit to which Seller Ultimate Parent, Parent or Purchaser is entitled under any provision of any Contract, except in the Company is case of clauses (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (i) including the approvals required to be obtained fromfiling with the SEC of the Offer Documents), or notices given toTakeover Laws, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toDGCL, the third parties described on Schedule 4.4(b)(iiHSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) (and the “Third Party Consents applicable rules and Notices”)regulations of the SEC and any national securities exchange, no approval neither Parent nor Purchaser, nor any of or notice to any Governmental Authority or Parent’s other Person Affiliates, is required to be obtained give notice to, make any filing with or given by Seller or obtain any Consent from any Governmental Body at any time prior to the Company Closing in connection with the performance 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, except those that the failure to make or obtain as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No later than five vote of Ultimate Parent’s, Parent’s or Purchaser’s stockholders is necessary to approve this Agreement, the CVR Agreement or any of the Transactions (5) Business Days except in the case of Purchaser as has been obtained prior to the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date execution hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included in the Required Consents; provided, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b).

Non-Contravention; Consents. (a) The execution execution, delivery and delivery performance of this Agreement does notand the CVR Agreement by Parent, Payor and Purchaser, and the consummation of the TransactionsTransactions by Parent, Payor and Purchaser, will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or the Bylaws bylaws (or other organizational documents) of SellerParent, Payor or Purchaser; (ii) violate assuming the Consents, filings and notices referenced in Section 4.4(b) are obtained or made, as applicable, cause a violation by Parent, Payor or Purchaser of any Law Legal Requirement or order or Consent applicable to SellerParent, Payor or Purchaser, or to which Parent, Payor or Purchaser are subject; or (iii) subject to obtaining require any Consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, under (or permit or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, an event that with or without notice or lapse of time or bothboth would become a default), would constitute or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the foregoing under, loss of any Contract benefit to which Seller Parent, Payor or Purchaser is entitled under any provision of any Contract, except in the Company is case of clauses (ii) and (iii), as have not had and would not reasonably be expected to have, individually or in the aggregate, a party or by which any of their assets are boundParent Material Adverse Effect. (b) Except for: for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (i) including the approvals required to be obtained fromfiling with the SEC of the Offer Documents), or notices given toTakeover Laws, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given toDGCL, the third parties described on Schedule 4.4(b)(ii) Delaware Limited Liability Company Act (the “Third Party Consents and Notices”as amended), no the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) and the applicable rules and regulations of or notice to the SEC and the Copenhagen Stock Exchange, neither Parent nor Payor nor Purchaser, nor any Governmental Authority or of Parent’s other Person Affiliates, is required to be obtained give notice to, make any filing with or given by Seller or obtain any Consent from any Governmental Body at any time prior to the Company Closing in connection with the execution, delivery and performance of this Agreement and or the CVR Agreement by Parent, Payor or Purchaser, or the consummation by Parent, Payor or Purchaser of the Offer, the Merger or the other Transactions, except those that the failure to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No later than five (5) Business Days prior vote of Parent’s or Purchaser’s stockholders, or Payor’s equityholders, is necessary to approve this Agreement, the Closing Date, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying CVR Agreement or any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are not set forth in such schedules as of the date hereof, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices Transactions (except in the case of Purchaser as shall be included in the Required Consents; provided, however, for the avoidance obtained after execution of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(bthis Agreement).

Non-Contravention; Consents. (a) The execution Assuming that all Required Consents (as defined in Section 3.4(b)) have been obtained, the execution, delivery and delivery performance of this Agreement does not, by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with with, any provision of Seller’s or a Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a violation, contravention or breach of or constitute an occurrence of default under any of the termsprovision of, conditions or provisions of the Charter or the Bylaws of Seller; (ii) violate any Law applicable to Seller; or (iii) subject to obtaining or delivering the Third Party Consents and Notices, conflict with, or result in the breach of, acceleration or constitute a default cancellation of any obligation under, or permit give rise to a right by any party to terminate or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing amend its obligations under, any Contract to which Seller or the Company a Subsidiary is a party or by which it is bound and which relates to the IoT Business or the Purchased Assets or (iii) violate any applicable Law of their assets are boundany Governmental Body having jurisdiction over Seller, a Subsidiary, the IoT Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and would not reasonably be expected to have a Seller Material Adverse Effect. (b) Except for: (i) the approvals required to be obtained fromNo consent, approval, order or authorization of, or notices given toregistration, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained fromdeclaration or filing with, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to any Governmental Authority or other Person is required to be obtained or given by Seller or the Company an Affiliate in connection with the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller or a Subsidiary will be a party or for the consummation of the Transactions. No later than five transactions contemplated hereby or thereby by Seller or a Subsidiary, except for (5i) Business Days prior any filings required to be made under the Closing DateHSR Act and any applicable filings required under foreign antitrust Laws, Seller shall provide Buyer with updated copies and (ii) consents or approvals of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Governmental Bodies or other Third Party Consents and Notices Parties that are not required to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or assign the benefits of or delegate performance with regard thereto in any material respect, each of which are set forth in Schedule 3.4(b) (items (i) and (ii) being referred to herein as the “Required Consents”) and (iii) such schedules as other consents, approvals, orders, authorizations, registrations, declarations or filings the failure of the date hereofwhich to be obtained or made, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall have not had and could not reasonably be disregarded for the purposes of Section 3.2(b)expected to have a Seller Material Adverse Effect.

Non-Contravention; Consents. (a) The Assuming compliance with the applicable provisions of the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the rules and regulations of the NYSE and applicable securities laws, and the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware, the execution and delivery of this Agreement does not, by the Company and the consummation by the Company of the Transactions, Transactions will not: (i) conflict with or result in cause a violation, contravention or breach violation of any of the terms, conditions or provisions of the Charter certificate of incorporation or bylaws of the Bylaws of SellerCompany; (ii) violate cause a violation by the Company of any Law Legal Requirement or order applicable to Sellerthe Company, or to which the Company is subject; or (iii) subject to obtaining require any consent or delivering the Third Party Consents and Noticesnotice under, conflict with, or result in the breach of, or constitute a default under, or permit or result in the give rise to any right of purchase, termination, amendment, acceleration or cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller under, or result in the creation of any Liens upon any of the assets of Seller or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract Material Contract, except in the case of clauses (ii) and (iii), as would not reasonably be expected to which Seller have, individually or in the Company is aggregate, a party or by which any of their assets are boundMaterial Adverse Effect. (b) Except for: as may be required by the Exchange Act (i) including the approvals filing with the SEC of the Offer Documents), Takeover Laws, the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, the rules and regulations of the NYSE and applicable securities laws, and the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware, the Company is not required to be obtained fromgive notice to, make any filing with, or notices given to, the Governmental Authorities described on Schedule 4.4(b)(i) (the “Regulatory Consents and Notices”); and (ii) the approvals required to be obtained from, or notices given to, the third parties described on Schedule 4.4(b)(ii) (the “Third Party Consents and Notices”), no approval of or notice to obtain any Consent from any Governmental Authority or other Person is required Body at any time prior to be obtained or given by Seller or the Company Closing in connection with the performance execution and delivery of this Agreement and Agreement, or the consummation by the Company of the Transactions. No later than five (5) Business Days prior Merger, except those filings, notifications, approvals, notices or Consents that the failure to the Closing Datemake, Seller shall provide Buyer with updated copies of Schedules 4.4(b)(i) and 4.4(b)(ii) identifying any additional Regulatory Consents and Notices and/or Third Party Consents and Notices that are obtain or receive would not set forth in such schedules as of the date hereofreasonably be expected to have, which additional Regulatory Consents and Notices and/or Third Party Consents and Notices shall be included individually or in the Required Consents; providedaggregate, however, for the avoidance of doubt, that Seller’s provision of such updated schedules shall be disregarded for the purposes of Section 3.2(b)a Material Adverse Effect.