Common use of Non-Contravention; Consents Clause in Contracts

Non-Contravention; Consents. (a) 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 by Parent and Purchaser, and the consummation of the Transactions, will not: (i) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) of Parent or Purchaser; (ii) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), 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 Parent or Purchaser is entitled under any provision of any Contract, except in the case of clauses (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (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 (including the filing with the SEC of the Offer Documents), Takeover Laws, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this 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 would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained).

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions delivery of the DGCLParent Consent, 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 NasdaqLaws, the execution and delivery of this Agreement and the CVR Agreement by Parent and Purchaser, and the consummation of the Transactions, will not: (ia) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other applicable organizational documents) of Parent or Purchaser; (iib) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser they are subject; or (iiic) require any consent or notice under, conflict with, result in a breach of, or constitute a default under (or an event that with notice or lapse on the part of time or both would become a default), 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 Parent or Purchaser is entitled under any provision of any Contract, except except, in the case of clauses “(ii) b)” and “(iiic)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (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 (including the filing with the SEC of the Offer Documents), Takeover Lawsstate takeover laws, the DGCL, the HSR Act 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 exchangeLaws, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body Person at any time or prior to the Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Purchaser, Purchaser or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, except those that the failure to make other than such filings, notifications, approvals, notices or obtain Consents that, if not obtained, made or given, would not, individually or in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or the CVR Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained)Transactions.

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or "blue sky" laws, the HSR Act and any applicable filingAct, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the SEC and NasdaqParent Primary Exchange, neither (1) the execution and delivery of this Agreement by Parent and PurchaserMerger Sub, and nor (2) the consummation of the Merger or any of the other Contemplated Transactions, will notor would reasonably be expected to, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of: (i) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) of Parent or PurchaserMerger Sub; or (ii) cause any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger Sub; (b) contravene, conflict with or result in a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or any Order to which Parent or Purchaser are Merger Sub, or any of the assets owned or used by Parent or Merger Sub, is subject; or or (iiic) require any consent or notice undercontravene, conflict with, with or result in a violation or breach of, or constitute result in a default under (or an event that with notice or lapse of time or both would become a default)under, 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 Parent or Purchaser is entitled 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, except chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the 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 "(ii) and a)" through "(iiic)" of this sentence, as would not have and would not reasonably be expected to have, individually have or result in the aggregate, a Parent Material Adverse Effect. . Except: (bA) 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 Securities Act, the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover LawsAct, the DGCL, the HSR Act and any applicable filingAct, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any) Law and the applicable rules and regulations of the SEC Parent Primary Exchange; and any national securities exchange(B) as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect, neither Parent nor Purchaser, nor any of Parent’s other AffiliatesMerger Sub was, is or will be required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body at any time prior to the Closing Person in connection with with: (1) the execution and execution, delivery or performance of this Agreement by Parent Agreement; or Purchaser, or (2) 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 vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained)other Contemplated Transactions.

Non-Contravention; Consents. (a) Assuming compliance with that the applicable provisions of the DGCLconsents specified in Section 4.3(b) below have been obtained, the HSR Act execution, delivery 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 performance of this Agreement and the Collateral Agreements by Parent Buyer and Purchaser, any Buyer Designee and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) cause result in a breach or violation of any provision of the provisions of the certificate of incorporation Buyer’s or bylaws (any Buyer Designee’s charter or other by-laws or similar organizational documents) of Parent or Purchaser; document, (ii) cause violate or result in a violation by Parent breach of or Purchaser constitute an occurrence of default under any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict withprovision of, result in breach of, the acceleration or constitute a default under (or an event that with notice or lapse cancellation of time or both would become a default)any obligation under, or give rise to a right by any right party to terminate or amend its obligations under, any mortgage, deed of purchasetrust, terminationconveyance to secure debt, amendmentnote, cancellationloan, acceleration indenture, lien, lease, agreement, instrument, order, judgment, decree or other adverse change arrangement or commitment to which Buyer or 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 right court or obligation any Governmental Body having jurisdiction over Buyer or the loss any Buyer Designee or any of any benefit to which Parent or Purchaser is entitled under any provision of any Contracttheir respective properties, except other than in the case of clauses (ii) and (iii), as would not reasonably be expected to haveany 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 Parent Material Adverse Effectmaterial 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 No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer or any Buyer Designee in connection with the execution, delivery and performance of this Agreement or the Collateral Agreements or for the filing consummation of the certificate of merger with the Secretary of State of the State of Delaware transactions contemplated hereby or as may thereby, except for (i) any filings required to be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover Laws, the DGCL, made under the HSR Act and any applicable filingfilings required under foreign antitrust Laws, notification and (ii) such consents, approvals, orders, authorizations, registrations, declarations 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, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this Agreement by Parent or Purchaser, or the consummation by Parent or Purchaser of the Offer, the Merger or the other Transactions, except those that filings the failure of which to make be obtained or obtain would notmade, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parentmaterial adverse effect on Buyer or on Buyer’s or Purchaserany Buyer Designee’s stockholders is necessary ability to approve consummate the transactions under this Agreement or any of and the Transactions (except in the case of Purchaser as has previously been obtained)Collateral Agreements.

Non-Contravention; Consents. (a) 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 by Parent and Purchaser, and the consummation of the Transactions, Related Documents by Seller will not: (i) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) of Parent or Purchaser; (ii) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict with, result in any violation or breach of, or constitute a default under (with or an event that with without notice or lapse of time time, or both would become a defaultboth), or give rise to any a right of purchaseof, or result in, termination, amendment, cancellation, cancellation or acceleration or other adverse change of any right or obligation or to the loss of a benefit under, or result in the creation of any benefit Encumbrance in or upon the Transferred Assets under, (i) Seller’s certificate of incorporation and its bylaws, in each case, as amended as of the Execution Date, (ii) any Contract to which Parent Seller is a party or Purchaser is entitled under to which any provision of the Transferred Assets are subject or (iii) any Contract(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 case cases of clauses (ii) and (iii), as would not reasonably be expected to havewhere 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 Parent Material Adverse Effectwhole, or that would not reasonably be expected to prevent, materially impede or materially delay the consummation by Seller of the Acquisition. (b) Except for the filing as set forth in Section 3.1.4(b) of the certificate of merger with the Secretary of State of the State of Delaware or Seller Disclosure Schedule and as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)Act, Takeover Laws, state takeover Laws and the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, Seller is not required to give notice to, make any filing with with, or obtain any Consent consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this Agreement by Parent or Purchaser, or the consummation by Parent or Purchaser of the Offer, the Merger or the other TransactionsAgreement, except those filings, notifications, approvals, notices or consents that the failure to make make, obtain or obtain receive would not, individually or in the aggregate, not reasonably be expected to have have, a Parent Material Adverse Effect. No vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained).

Non-Contravention; Consents. (a) Assuming compliance with that the applicable provisions of the DGCLconsents specified in Section 4.3(b) below have been obtained, the HSR Act execution, delivery 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 performance of this Agreement and the Collateral Agreements by Parent Buyer and Purchaser, any Buyer Designee and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) cause result in a breach or violation of any provision of the provisions of the certificate of incorporation Buyer’s or bylaws (any Buyer Designee’s charter or other by-laws or similar organizational documents) of Parent or Purchaser; document, (ii) cause violate or result in a violation by Parent breach of or Purchaser constitute an occurrence of default under any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict withprovision of, result in breach of, the acceleration or constitute a default under (or an event that with notice or lapse cancellation of time or both would become a default)any obligation under, or give rise to a right by any right party to terminate or amend its obligations under, any mortgage, deed of purchasetrust, terminationconveyance to secure debt, amendmentnote, cancellationloan, acceleration indenture, lien, lease, agreement, instrument, order, judgment, decree or other adverse change arrangement or commitment to which Buyer or 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 right court or obligation any Governmental Body having jurisdiction over Buyer or the loss any Buyer Designee or any of any benefit to which Parent or Purchaser is entitled under any provision of any Contracttheir respective properties, except other than in the case of clauses (ii) and (iii), as would not reasonably be expected to haveany 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 Parent Material Adverse Effectmaterial 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 the No consent, approval, order or authorization of, or registration, declaration or 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 (including the filing with the SEC of the Offer Documents)with, Takeover Laws, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, Person is required to give notice to, make be obtained by Buyer or any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing Buyer Designee in connection with the execution execution, delivery and delivery performance of this Agreement by Parent or Purchaser, or the Collateral Agreements or for the consummation by Parent or Purchaser of the Offer, the Merger transactions contemplated hereby or the other Transactionsthereby, except for (i) those that 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 make be obtained or obtain would notmade, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parentmaterial adverse effect on Buyer’s business taken as a whole or Buyer’s or Purchaserany Buyer Designee’s stockholders is necessary ability to approve consummate the transactions under this Agreement or any of and the Transactions (except in the case of Purchaser as has previously been obtained)Collateral Agreements.

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the DGCLHSR Act, the HSR Act if applicable, 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 NasdaqLaws, the execution and delivery of this Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactionstransactions contemplated by this Agreement, will not: (ia) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) documents of Parent or PurchaserMerger Sub; (iib) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement or order applicable to Parent or PurchaserMerger Sub, or to which Parent or Purchaser they are subject; or (iiic) require any consent or notice under, conflict with, result in a breach of, or constitute a default under (or an event that with notice or lapse on the part of time or both would become a default), 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 Parent or Purchaser is entitled Merger Sub under any provision of any Contract, except except, in the case of clauses “(ii) b)” and “(iiic)”, for such conflicts, violations, breaches or defaults as would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (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 (including the filing with the SEC of the Offer Documents), Takeover Lawsstate takeover laws, the DGCL, DGCL or 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 the SEC and any national securities exchangeLaws, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body Person at any time or prior to the Closing in connection with the execution and delivery of this Agreement by Parent or Purchaser, Merger Sub or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or and the other Transactionstransactions contemplated hereby, except those that the failure to make other than such filings, notifications, approvals, notices or obtain Consents that, if not obtained, made or given, would not, individually or in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s or Purchaser’s stockholders equityholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has transactions contemplated by this Agreement, other than those which have been previously been obtained).

Non-Contravention; Consents. (a) 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 by Parent and PurchaserMerger Sub, and the consummation of the Transactions, will not: (i) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) of Parent or PurchaserMerger Sub; (ii) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement or order applicable to Parent or PurchaserMerger Sub, or to which Parent or Purchaser Merger Sub are subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), 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 Parent or Purchaser Merger Sub is entitled under any provision of any Contract, except in the case of clauses (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (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 (including the filing with the SEC of the Offer Documents)Act, Takeover Laws, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this Agreement by Parent or PurchaserMerger Sub or, as provided by Section 8.10(b), Guarantor, or the consummation by Parent or Purchaser Merger Sub 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 vote of Parent’s, Xxxxxx Sub’s or PurchaserGuarantor’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtainedobtained prior to the execution and delivery of this Agreement).

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions Except as set forth on Section 3.1.4(a) 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 NasdaqSeller Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Agreements by Parent and Purchaser, and Seller or the consummation of the Transactions, transactions contemplated hereunder or thereunder do not and will not: (i) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) of Parent or Purchaser; (ii) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict with, result in any violation or breach of, or constitute a default under (with or an event that with without notice or lapse of time time, or both would become a defaultboth), require the consent, notice or other action by any Person under, or give rise to any a right of purchaseof, or result in, termination, amendment, refusal to perform, cancellation, or acceleration of any obligation or to the loss of a benefit under or (ii) result in the creation of any Encumbrance in or upon the Transferred Assets under, (1) Seller’s organizational documents or the Waiver Agreement, (2) any Assumed Contract or any other Contract to which Seller is a party or to which any of the Transferred Assets are subject, (3) any Regulatory Approvals and Governmental Authorizations to which Seller is a party or to which any of the Transferred Assets are subject, or (4) any Law or Governmental Order applicable to Seller or the Transferred Assets, except in the cases of clause (4), where the conflict, violation, breach, default, termination, cancellation, acceleration or other adverse change creation of any right or obligation or the loss of any benefit to which Parent or Purchaser is entitled under any provision of any Contract, except in the case of clauses (ii) and (iii), as would not reasonably be expected to havean Encumbrance, individually or in the aggregate, a Parent Material Adverse Effecthas not been and would not reasonably be expected to be material and adverse to the Transferred Assets or the Assumed Liabilities or that would not reasonably be expected to prevent, materially impede or materially delay the consummation by Seller of the Acquisition. (b) Except for the filing as set forth in Section 3.1.4(b) of the certificate of merger with the Secretary of State of the State of Delaware or Seller Disclosure Schedule and as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)Act, Takeover Laws, and the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, Seller is not required to give notice to, make any filing with with, or obtain any Consent consent from any Governmental Body Person at any time prior to the Closing in connection with the execution and delivery of this Agreement by Parent or Purchaser, or the consummation by Parent or Purchaser of the Offer, the Merger or the other TransactionsAgreement, except those that where the failure to make make, obtain, or obtain receive such filings, notifications, approvals, notices or consents would not, individually or in the aggregate, reasonably be expected to have have, a Parent Material Adverse Effect. No vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained).

Non-Contravention; Consents. (a) Assuming compliance Subject to obtaining the Required Parent Shareholder Vote and the filing of the Merger Proposal with the applicable provisions Companies Registrar and all such other notices or filings required under the Companies Law with respect to the consummation of the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), Merger and the rules and regulations issuance of the SEC and NasdaqCertificate of Merger by the Companies Registrar, neither: (i) the execution and execution, delivery or performance of this Agreement by Parent and Purchaseror Merger Sub, and nor (ii) the consummation of the Contemplated Transactions, will not: directly or indirectly (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or PurchaserMerger Sub; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or 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 the assets owned or used by Parent or any of its Subsidiaries (including Merger Sub), is subject, except as would not reasonably be expected to be material to Parent or its business; (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 Parent or any of its Subsidiaries, except as would not reasonably be expected to be material to Parent or its business; (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) cause a violation by any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or Purchaser performance of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subjectMaterial Contract; or (iiiiv) require cancel, terminate or modify any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change term of any right or obligation or the loss of any benefit to which Parent or Purchaser is entitled under any provision of any Material Contract, except in the case of clauses any non-material breach, default, penalty or modification; or (iie) and (iii), as would not reasonably be expected to have, individually or result in the aggregate, a imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent Material Adverse Effect. or any of its Subsidiaries (bexcept for Permitted Encumbrances). Except for: (i) Except for the filing of the certificate of merger Merger Proposal with the Secretary of State Companies Registrar and all such other notices or filings required under the Companies Law with respect to the consummation of the State Merger and the issuance of Delaware or the Certificate of Merger by the Companies Registrar, (ii) the Parent IIA Notice and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover under applicable federal and state securities Laws, neither the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, its Subsidiaries is or will be required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body at any time prior to the Closing in connection with (x) the execution and execution, delivery or performance of this Agreement by Parent or PurchaserAgreement, or (y) the consummation by Parent or Purchaser of the OfferContemplated 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 TABLE OF CONTENTS​ Merger Sub to consummate the Contemplated Transactions. No takeover statute or regulation is applicable to this Agreement, 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 vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained)other Contemplated Transactions.

Non-Contravention; Consents. (a) 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 anyExcept as set forth on Schedule 4.2(a), and the rules and regulations neither Parent nor Buyer is a party to, subject to or bound by any note, bond, mortgage, indenture, deed of the SEC and Nasdaqtrust, the execution and delivery of this Agreement by Parent and Purchaseragreement, and the consummation of the TransactionsLien, will not: (i) cause a violation lease, Contract or other instrument or written obligation or any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any of court, administrative or regulatory body, governmental agency, arbitrator, mediator or similar body, franchise or license, which would be breached or violated or the provisions of rights or the certificate of incorporation obligations thereunder accelerated, increased, extinguished or bylaws terminated (whether or other organizational documents) of Parent or Purchaser; (ii) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that not with notice or lapse of time or both would become a default)both) by the execution, delivery or give rise to any right performance by them of purchasethis Agreement, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation the Earnout Agreement or the loss of any benefit to which Parent or Purchaser is entitled under any provision of any ContractEscrow Agreement, except in where any of the case of clauses (ii) and (iii), as foregoing would not reasonably be expected to have, individually materially impair Parent or in Buyer’s ability to consummate the aggregate, transactions contemplated hereby and by the Earnout Agreement and the Escrow Agreement or to have a material adverse effect on Parent Material Adverse Effector Buyer. (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 (including the filing with the SEC of the Offer Documentsset forth on Schedule 4.2(b), Takeover Lawsno permit, the DGCLconsent, the HSR Act and waiver, approval or authorization of, or declaration to or filing or registration with, any applicable filing, notification third Person 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, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, Governmental Authority is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution, delivery or performance of this Agreement, the Earnout Agreement and the Escrow Agreement by Parent and Buyer, or the consummation by Parent and Buyer of the transactions contemplated hereby or by the Earnout Agreement or the Escrow Agreement, except for such permit, consent, waiver, approval or authorization of, or declaration to or filing or registration, the failure of which to make or obtain would not reasonably be expected to materially impair Parent or Buyer’s ability to consummate the transactions contemplated hereby and by the Earnout Agreement and the Escrow Agreement or to have a material adverse effect on Parent or Buyer. (c) Except as set forth on Schedule 4.2(c), the execution of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation of any Liens against Parent or Buyer or any of the properties or assets of Parent or Buyer, except for such Liens that would not reasonably be expect to materially impair Parent or Buyer’s ability to consummate the transactions contemplated hereby and by the Earnout Agreement and the Escrow Agreement or to have a material adverse effect on Parent or Buyer. (d) None of the execution and delivery of this Agreement, the Earnout Agreement or the Escrow Agreement by Parent or PurchaserBuyer, or the consummation performance by Parent or Purchaser Buyer of their respective obligations hereunder or under the Earnout Agreement and the Escrow Agreement, nor the consummation of the Offer, the Merger transactions contemplated hereby or the other Transactions, except those that the failure to make thereby will violate or obtain would not, individually or result in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote any breach of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any provision of the Transactions (except in the case organizational documents of Purchaser as has previously been obtained)Parent or Buyer.

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) Assuming compliance with the applicable provisions of the DGCLexecution, the HSR Act and any applicable filing, notification delivery 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 performance of this Agreement by Parent and Purchaseror Merger Sub, and nor (b) the consummation of the Contemplated Transactions, will not: directly or indirectly (with or without notice or lapse of time): (i) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or Purchaser; any of its Subsidiaries; (ii) cause contravene, conflict with or result in a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaserof, 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 or any order, writ, injunction, judgment or decree to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict with, result in breach ofof its Subsidiaries, or constitute a default under (any of the assets owned or an event that with notice or lapse of time or both would become a default), 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 used by Parent or Purchaser any of its Subsidiaries, is entitled under any provision of any Contractsubject, except in the case of clauses (ii) and (iii), as would not reasonably be expected to haveconstitute, individually or in the aggregate, a Parent Material Adverse Effect.; (biii) 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 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: (A) 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 Required Parent Stockholder Vote, (C) the filing of the certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or pursuant to the DGCL, and (D) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover under applicable federal and state securities Laws, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliatesits Subsidiaries was, is or will be required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body at any time prior to the Closing in connection with (x) the execution and execution, delivery or performance of this Agreement by Parent or PurchaserAgreement, or (y) the consummation by Parent or Purchaser of the Offer, the Merger or the other Contemplated Transactions, except those that the failure to make or obtain would not, which if individually or in the aggregateaggregate 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 a 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 Material Adverse EffectStockholder Support Agreements and the Parent Lock-Up Agreements and to the consummation of the Contemplated Transactions. No vote of Parent’s other state takeover statute or Purchaser’s stockholders is necessary similar Law applies or purports to approve apply to the Merger, this Agreement Agreement, the Parent Stockholder Support Agreements, the Parent Lock-Up Agreements or any of the Transactions (except in the case of Purchaser as has previously been obtained)Contemplated Transactions.

Non-Contravention; Consents. (a) Assuming compliance with Subject to obtaining the Required NitroMed Stockholder Vote for the applicable provisions Contemplated Transactions and the filing of the Certificate of Merger as required by the DGCL, neither (x) the HSR Act and any applicable filingexecution, notification delivery 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 performance of this Agreement by Parent and Purchaseror any of the Related Agreements, and nor (y) the consummation of the Merger or any of the other Contemplated Transactions, will not: directly or indirectly (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the NitroMed's certificate of incorporation or bylaws bylaws; (b) contravene, conflict with or other organizational documents) of Parent or Purchaser; (ii) cause result in a violation by Parent or Purchaser of any Legal Requirement or order applicable any order, writ, injunction, judgment or decree to Parent which NitroMed or Purchaserany NitroMed Subsidiary, or to which Parent any of the assets owned or Purchaser are used by NitroMed or any NitroMed Subsidiary, is subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), 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 Parent or Purchaser is entitled under any provision of any Contract, except in the case of clauses (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, have a Parent NitroMed Material Adverse Effect.; (bc) Except for the filing contravene, conflict with or result in a violation of any of the certificate of merger with the Secretary of State of the State of Delaware terms or as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)requirements of, Takeover Laws, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at the right to revoke, withdraw, suspend, cancel, terminate or modify, any time prior Governmental Authorization that is held by NitroMed or any NitroMed Subsidiary or that otherwise relates to the Closing in connection with the execution and delivery of this Agreement by Parent NitroMed's or Purchaser, any NitroMed Subsidiary's business or the consummation by Parent or Purchaser to any of the Offer, the Merger assets owned or the other Transactionsused by NitroMed or any NitroMed Subsidiary, except those that the failure to make or obtain as would not, individually or in the aggregate, not reasonably be expected to have a Parent NitroMed Material Adverse Effect; (d) result in a material conflict, violation or breach of, or result in a material default under, any provision of any material NitroMed Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such NitroMed Contract, (ii) accelerate the maturity or performance of any such NitroMed Contract, or (iii) cancel, terminate or modify any such NitroMed Contract, except as would not reasonably be expected to have a NitroMed Material Adverse Effect; or (e) result in the imposition or creation of any material Encumbrance upon or with respect to any asset owned or used by NitroMed or any NitroMed Subsidiary (except for minor liens 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 NitroMed or any NitroMed Subsidiary) except as would not reasonably be expected to have a NitroMed Material Adverse Effect. No vote Except for those filings, notices or Consents disclosed in Part 2.18 of Parent’s the Disclosure Schedule, NitroMed and the NitroMed Subsidiaries are not and will not be required to make any filing with or Purchaser’s stockholders is necessary give any notice to, or to approve obtain any Consent from, any Person in connection with (A) the execution, delivery or performance of this Agreement or any of the Transactions Related Agreements, or (except in B) the case consummation of Purchaser as has previously been obtained)the Merger or any of the other Contemplated Transactions.

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the DGCLThe execution, the HSR Act and any applicable filing, notification delivery 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 performance of this Agreement by Parent and Purchaserwill not directly or indirectly (with or without notice or lapse of time): (a) contravene, and the consummation of the Transactions, will not: (i) cause conflict with or result in a violation of any of the provisions of the certificate Organizational Documents of incorporation Parent; (b) contravene, conflict with or bylaws (result in a violation of, or give any Governmental Body or other organizational documents) Person the right to challenge the Exchange or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which Parent, or any of the assets owned or used by Parent, is subject, except as would not reasonably be expected to be material to Parent or Purchaserits business; (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 Parent, except as would not reasonably be expected to be material to Parent or its business; (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) cause a violation by any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or Purchaser performance of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subjectMaterial Contract; or (iiiiv) require cancel, terminate or modify any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change term of any right or obligation or the loss of any benefit to which Parent or Purchaser is entitled under any provision of any Material Contract, except in the case of clauses any non-material breach, default, penalty or modification; or (iie) and (iii), as would not reasonably be expected to have, individually or result in the aggregate, a imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent Material Adverse Effect. (b) Except except for the filing of the certificate of merger with the Secretary of State of the State of Delaware or as may Permitted Encumbrances). Parent will not be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover Laws, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, Parent will not be required to make any Governmental Body at filing with or give any time prior notice to, or to the Closing obtain any Consent from, any Person in connection with (x) the execution and execution, delivery or performance of this Agreement by Parent or Purchaser, or (y) 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 vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained)Exchange.

Non-Contravention; Consents. Neither (a1) Assuming compliance with the applicable provisions of the DGCLexecution, the HSR Act and any applicable filing, notification delivery 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 performance of this Agreement or any of the other Contracts to be executed, delivered and entered into by Parent and Purchaserin connection with the Contemplated Transactions, and nor (2) the consummation of the Merger or any of the other Contemplated Transactions, will not: directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) cause a violation of any of the provisions of the certificate articles of incorporation or bylaws (of Parent, or other organizational documents) of Parent or Purchaser; (ii) cause any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of Parent after December 31, 2002; or (b) contravene, conflict with or result in a violation by Parent of, or Purchaser 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 order applicable any Order to Parent or Purchaserwhich Parent, or to which Parent any of the material assets owned or Purchaser are used by Parent, is subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), 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 Parent or Purchaser is entitled under any provision of any Contract, except in the case of clauses (iii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (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 (including the filing with the SEC of the Offer Documents), Takeover Laws, the DGCL, under the HSR Act and any other applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if anyas defined in Section 6.1), and (ii) and the applicable rules and regulations of the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with for conflicts or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this 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 violations which would not, individually or in the aggregate, reasonably be expected to have or result in a Parent Material Adverse Effect. No vote of material adverse effect on Parent’s ability to consummate the Merger. Except as may be required by the DGCL or Purchaser’s stockholders by the HSR Act or other applicable Antitrust Laws, and except for (i) filings required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (ii) filings required by the Nasdaq Stock Market with respect to the Merger and the Contemplated Transactions, and (iii) filings that otherwise may be required in order for Parent to comply with applicable federal and state securities laws, Parent was not, is necessary not and will not be required to approve make any filing with or give any notice to, or to obtain any Consent from, any Person prior to the Effective Time in connection with (A) the execution, delivery or performance of this Agreement or any of the Transactions other Contracts to be executed, delivered and entered into by Parent in connection with the Contemplated Transactions, and (B) the consummation of the Merger or any of the Contemplated Transactions, except where the failure to make or obtain any such filing, notice or Consent would not reasonably be expected to have or result in a material adverse effect on Parent’s ability to consummate the case of Purchaser as has previously been obtained)Merger.

Non-Contravention; Consents. (a) Assuming compliance Subject to obtaining the Required Parent Shareholder Vote and the filings with the applicable provisions Companies Registrar or all other notices or filings required under the Companies Law with respect to the consummation of the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), Merger and the rules and regulations issuance of the SEC and NasdaqCertificate of Merger by the Companies Registrar or any filings with the Applicable Court, neither: (i) the execution and execution, delivery or performance of this Agreement by Parent and Purchaseror Merger Sub, and nor (ii) the consummation of the TransactionsContemplated Transactions to which it is a party, will not: directly or indirectly (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or PurchaserMerger Sub; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions to which it is a party or 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 the assets 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; (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 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) cause a violation by any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or Purchaser performance of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subjectMaterial Contract; or (iiiiv) require cancel, terminate or modify any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change term of any right or obligation or the loss of any benefit to which Parent or Purchaser is entitled under any provision of any Material Contract, except in the case of clauses 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 filing with the Companies Registrar and all such other notices or filings with respect to the consummation of the Merger and the issuance of the Certificate of Merger by the Companies Registrar, (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except for the filing of the certificate of merger Nasdaq Notification and receiving the requisite approval from Nasdaq, (iii) or any filings with the Secretary of State of the State of Delaware or Applicable Court and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover under applicable federal and state securities Laws, neither the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, Merger Sub is or will be required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body at any time prior to the Closing in connection with (y) the execution and execution, delivery or performance of this Agreement by Parent or PurchaserAgreement, or (z) the consummation by Parent or Purchaser of the OfferContemplated 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 takeover statute or regulation is applicable to this Agreement, 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 vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the other Contemplated Transactions (except in the case of Purchaser as has previously been obtained)to which it is a party.

Non-Contravention; Consents. (a) Assuming compliance with Subject to obtaining the applicable provisions Required Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the HSR Act and any applicable filingexecution, notification delivery 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 performance of this Agreement by Parent and Purchaseror Merger Sub, and nor (y) the consummation of the Contemplated Transactions, will not: directly or indirectly (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or PurchaserMerger Sub; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or 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 the assets 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; (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 Parent, except as would not reasonably be expected to be material to Parent or its business; (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) cause a violation by any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or Purchaser performance of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subjectMaterial Contract; or (iiiiv) require cancel, terminate or modify any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change term of any right or obligation or the loss of any benefit to which Parent or Purchaser is entitled under any provision of any Material Contract, except in the case of clauses 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 (except for Permitted Encumbrances). Except for (i) any Consent set forth on Section 3.5 of the Parent Disclosure Schedule under any Parent Contract, (ii) and the Required Parent Stockholder Vote, (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except for the filing of the certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or pursuant to the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover under applicable federal and state securities Laws, the DGCL, the HSR Act Parent is not 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, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is will not be required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body at any time prior to the Closing Person in connection with (x) the execution and execution, delivery or performance of this Agreement by Parent or Purchaser, or (y) the consummation by Parent or Purchaser of the Offer, the Merger or the other Contemplated Transactions, except those that the failure to make or obtain would not, which if individually or in the aggregateaggregate 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 a 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 Material Adverse EffectStockholder Support Agreements and to the consummation of the Contemplated Transactions. No vote of Parent’s other state takeover statute or Purchaser’s stockholders is necessary similar Law applies or purports to approve apply to the Merger, this Agreement Agreement, the Parent Stockholder Support Agreements or any of the Transactions (except in the case of Purchaser as has previously been obtained)Contemplated Transactions.

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Exchange Act, the DGCL, the HSR Act and any applicable filingAct, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any)Law, and the rules and regulations of the SEC and NasdaqThe Nasdaq Global Stock Market, neither (1) the execution and delivery of this Agreement by Parent and PurchaserMerger 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 (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) of Parent or Purchaser; the limited liability company agreement of Merger Sub; (iib) cause contravene, conflict with or result in a violation by Parent or Purchaser of any Legal Requirement or order applicable any Order to Parent which Parent, Merger Sub or Purchaserany of their respective material assets is subject; or (c) contravene, conflict with or result in a violation or breach of, or to which Parent result in a default under, any provision of any material Contract of Parent, or Purchaser are subjectgive any Person the right to: (i) declare a default under any such Contract; (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract; or (iii) require any consent accelerate the maturity or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change performance of any right or obligation or the loss of any benefit to which Parent or Purchaser is entitled under any provision of any such Contract; except, except in the case of clauses “(ii) b)” and “(iiic)” of this sentence, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (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 (including the filing with the SEC of the Offer Documents), Takeover Laws, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this 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 would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote 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: (1) the execution, delivery or performance of Parent’s this Agreement; or Purchaser’s stockholders is necessary to approve this Agreement (2) the consummation of the Merger or any of the Transactions (other Contemplated Transactions, except in each case: (A) as may be required by the case Exchange Act, the DGCL, the HSR Act, any foreign Antitrust Law, and the rules and regulations of Purchaser as has previously been obtained)The Nasdaq Global Stock Market; or (B) the failure of which to make such filing, give such notice, or obtain such Consent, would not reasonably be expected to have a Parent Material Adverse Effect.

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

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the DGCLSecurities Act, the HSR Act and any applicable filingExchange Act,, notification state securities or approval in any foreign jurisdiction required by Antitrust Laws (if any)“blue sky” laws, and the rules and regulations Stock Exchange of the SEC and NasdaqHong Kong Stock Limited (“SEHK”), neither (1) the execution and delivery of this Agreement by Parent and PurchaserMerger Sub, and nor (2) the consummation of the Merger or any of the Contemplated Transactions, will not: or would reasonably be expected to, directly or indirectly (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate articles of incorporation or bylaws (or other organizational documents) of Parent or Purchaser; Merger Sub; (iib) cause contravene, conflict with or result in a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or any Order to which Parent or Purchaser are Merger Sub, or any of their material assets, is subject; or or (iiic) require any consent or notice undercontravene, conflict with, with or result in a violation or breach of, or constitute result in a default under (or an event that with notice or lapse of time or both would become a default)under, 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 Parent or Purchaser is entitled 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, except chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the 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 “(ii) b)” and “(iiic)” of this sentence, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (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 (including the filing with the SEC of the Offer Documents), Takeover Laws, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this 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 would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote Except: (A) as may be required by the Securities Act, the Exchange Act, and the SEHK; and (B) as would not reasonably be expected to have 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 execution, delivery or performance of Parent’s this Agreement; or Purchaser’s stockholders is necessary to approve this Agreement (2) the consummation of the Merger or any of the Transactions (except in the case of Purchaser as has previously been obtained)Contemplated Transactions.

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the WBCA, the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), the execution, delivery and the rules and regulations of the SEC and Nasdaq, the execution and delivery performance of this Agreement by Parent Xxxxxx and PurchaserMerger Sub, and the consummation of the Transactions, will not: (i) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) of Parent or PurchaserMerger Sub; (ii) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement or order applicable to Parent or PurchaserMerger Sub, or to which Parent or Purchaser Merger Sub are subject; or (iii) require any consent Consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), 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 Parent or Purchaser Merger Sub is entitled under any provision of any Contract, except in the case of clauses (ii) and this clause (iii), as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except for the filing of the certificate (i) Washington Articles of merger Merger with the Secretary of State of the State of Washington and (ii) Delaware Certificate of Merger with the 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 Offer Documents), Takeover Laws, the WBCA, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this Agreement by Parent or PurchaserMerger Sub, or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or the other Transactions, except those that the failure to make or obtain as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote of ParentXxxxxx’s or PurchaserMerger Sub’s stockholders shareholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser Merger Sub as has previously been obtained).

Non-Contravention; Consents. (a) Assuming compliance with Subject to obtaining the applicable provisions Required Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the HSR Act and any applicable filingexecution, notification delivery 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 performance of this Agreement by Parent and Purchaseror Merger Sub, and nor (y) the consummation of the Contemplated Transactions, will not: directly or indirectly (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or PurchaserMerger Sub; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or 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 the assets 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; (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 Parent, except as would not reasonably be expected to be material to Parent or its business; (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) cause a violation by any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or Purchaser performance of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subjectMaterial Contract; or (iiiiv) require cancel, terminate or modify any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change term of any right or obligation or the loss of any benefit to which Parent or Purchaser is entitled under any provision of any Material Contract, except in the case of clauses 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 (except for Permitted Encumbrances). Except for (i) any Consent set forth on Section 3.5 of the Parent Disclosure Schedule under any Parent Contract, (ii) and the Required Parent Stockholder Vote, (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except for the filing of the certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or pursuant to the DGCL, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover under applicable federal and state securities Laws, the DGCL, the HSR Act Parent is not 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, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is will not be required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body at any time prior to the Closing Person in connection with (x) the execution execution, delivery or performance of this Agreement, or (y) the consummation of the Contemplated Transactions (in each case other than pursuant to Parent Contracts that are not Parent Material Contracts). 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 by Parent or Purchaser, or and to the consummation by Parent or Purchaser of the Offer, the Merger or the other Contemplated 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 vote of Parent’s other state takeover statute or Purchaser’s stockholders is necessary similar Law applies or purports to approve apply to the Merger, this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained)Contemplated Transactions.

Non-Contravention; Consents. (a) Assuming compliance Subject to obtaining the Required Parent Shareholder Vote and the filing of the Merger Proposal with the applicable provisions Companies Registrar and all such other notices or filings required under the Companies Law with respect to the consummation of the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), Merger and the rules and regulations issuance of the SEC and NasdaqCertificate of Merger by the Companies Registrar, neither: (i) the execution and execution, delivery or performance of this Agreement by Parent and Purchaseror Merger Sub, and nor (ii) the consummation of the Contemplated Transactions, will not: directly or indirectly (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or PurchaserMerger Sub; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or 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 the assets owned or used by Parent or any of its Subsidiaries (including Merger Sub), is subject, except as would not reasonably be expected to be material to Parent or its business; (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 Parent or any of its Subsidiaries, except as would not reasonably be expected to be material to Parent or its business; (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) cause a violation by any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or Purchaser performance of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subjectMaterial Contract; or (iiiiv) require cancel, terminate or modify any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change term of any right or obligation or the loss of any benefit to which Parent or Purchaser is entitled under any provision of any Material Contract, except in the case of clauses any non-material breach, default, penalty or modification; or (iie) and (iii), as would not reasonably be expected to have, individually or result in the aggregate, a imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent Material Adverse Effect. or any of its Subsidiaries (bexcept for Permitted Encumbrances). Except for: (i) Except for the filing of the certificate of merger Merger Proposal with the Secretary of State Companies Registrar and all such other notices or filings required under the Companies Law with respect to the consummation of the State Merger and the issuance of Delaware or the Certificate of Merger by the Companies Registrar, (ii) the Parent IIA Notice and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover under applicable federal and state securities Laws, neither the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, its Subsidiaries is or will be required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body at any time prior to the Closing in connection with (x) the execution and execution, delivery or performance of this Agreement by Parent or PurchaserAgreement, or (y) the consummation by Parent or Purchaser of the OfferContemplated 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. No takeover statute or regulation is applicable to this Agreement, 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 vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained)other Contemplated Transactions.

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the DGCLNYBCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), the execution, delivery and the rules and regulations of the SEC and Nasdaq, the execution and delivery performance of this Agreement by Parent and PurchaserMerger Sub, and the consummation of the Transactions, will not: (i) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) of Parent or PurchaserMerger Sub; (ii) cause a violation by Parent or Purchaser Merger Sub of any Legal Requirement or order applicable to Parent or PurchaserMerger Sub, or to which Parent or Purchaser Merger Sub are subject; or (iii) require any consent Consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), 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 Parent or Purchaser Merger Sub is entitled under any provision of any Contract, except in the case of clauses (ii) and this clause (iii), as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except for the filing of the certificate of merger with the Secretary of State of the State of Delaware New York or as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover Laws, the DGCLNYBCL, 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 the SEC and any national securities exchange, neither Parent nor PurchaserMerger Sub, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this Agreement by Parent or PurchaserMerger Sub, or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or the other Transactions, except those that the failure to make or obtain as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote of ParentXxxxxx’s or PurchaserMerger Sub’s stockholders shareholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser Merger Sub as has previously been obtained).

Non-Contravention; Consents. (a) Assuming compliance with Subject to obtaining the applicable provisions Required Parent Stockholder Vote and the filing of the Certificate of Merger required by the DGCL, neither (x) the HSR Act and any applicable filingexecution, notification delivery 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 performance of this Agreement by Parent and Purchaseror Merger Sub, and nor (y) the consummation of the Contemplated Transactions, will not: directly or indirectly (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or PurchaserMerger Sub; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to challenge the Contemplated Transactions or 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 the assets 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; (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 Parent, except as would not reasonably be expected to be material to Parent or its business; (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) cause a violation by any material payment, rebate, chargeback, penalty or change in delivery schedule under any Parent Material Contract; (iii) accelerate the maturity or Purchaser performance of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subjectMaterial Contract; or (iiiiv) require cancel, terminate or modify any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change term of any right or obligation or the loss of any benefit to which Parent or Purchaser is entitled under any provision of any Material Contract, except in the case of clauses any non-material breach, default, penalty or modification; or (iie) and (iii), as would not reasonably be expected to have, individually or result in the aggregate, a imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent Material Adverse Effect. (b) except for Permitted Encumbrances). Except for (i) the filing of the certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or pursuant to the DGCL, and (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover under applicable federal and state securities Laws, the DGCL, the HSR Act Parent is not 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, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is will not be required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body at any time prior to the Closing in connection with (x) the execution and execution, delivery or performance of this Agreement by Agreement, the Parent Stockholder Support Agreements and the Parent Lock-Up Agreements or Purchaser, or (y) the consummation by Parent or Purchaser of the Offer, the Merger or the other Contemplated Transactions, except those that the failure to make or obtain would not, which if individually or in the aggregateaggregate 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 a 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 Material Adverse EffectStockholder Support Agreements and to the consummation of the Contemplated Transactions. No vote of Parent’s other state takeover statute or Purchaser’s stockholders is necessary similar Law applies or purports to approve apply to the Merger, this Agreement Agreement, the Parent Stockholder Support Agreements or any of the Transactions (except in the case of Purchaser as has previously been obtained)Contemplated Transactions.

Non-Contravention; Consents. (a) Assuming compliance with Subject to obtaining the applicable provisions Required Parent Stockholder Vote, the filing of the Certificate of Merger required by the DGCL, obtaining 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 Consents set forth on Section 3.5 of the SEC and NasdaqParent Disclosure Schedule, neither (x) the execution and execution, delivery or performance of this Agreement by Parent and Purchaseror Merger Sub, and nor (y) the consummation of the Contemplated Transactions, will not: directly or indirectly (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or Purchaser; Merger Sub; (iib) cause contravene, conflict with or result in a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaserof, 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 or any order, writ, injunction, judgment or decree to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict with, result in breach ofMerger Sub, or constitute a default under (any of the assets owned or an event that with notice or lapse of time or both would become a default), 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 used by Parent or Purchaser Merger Sub, is entitled under any provision of any Contractsubject, except in the case of clauses (ii) and (iii), as would not reasonably be expected to have, individually be material to Parent or in the aggregate, a Parent Material Adverse Effect.its business; (bc) Except for the filing contravene, conflict with or result in a violation of any of the certificate of merger with the Secretary of State of the State of Delaware terms or as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents)requirements of, Takeover Laws, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at the right to revoke, withdraw, suspend, cancel, terminate or modify, any time prior to the Closing in connection with the execution and delivery of this Agreement Governmental Authorization that is held by Parent or PurchaserParent, or the consummation require any notice to or Consent by Parent or Purchaser of the Offer, the Merger or the other Transactionsany Governmental Body, except those that the failure to make or obtain as would not, individually or in the aggregate, not reasonably be expected to have be material to Parent or its business; (d) contravene, conflict with or result in a violation or breach of, or result in a default or require any notice or Consent under, any provision of any Parent Material Adverse EffectContract, 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 each case as would not reasonably be expected to be material to Parent or its business; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Parent (except for Permitted Encumbrances). 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 to the consummation of the Contemplated Transactions. No vote of Parent’s other state takeover statute or Purchaser’s stockholders is necessary similar Law applies or purports to approve apply to the Merger, this Agreement or any of the Transactions other Contemplated Transactions. Parent is not included within a “person” (except as defined in the 16 C.F.R. § 801.1(a)(1)) that has one hundred and sixty eight million, eight hundred thousand dollars ($168,800,000) or more of total assets or annual net sales, in each case of Purchaser as has previously been obtained)determined in accordance with 16 C.F.R. § 801.11.

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the DGCLThe execution, the HSR Act delivery 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 performance of this Agreement by Parent and PurchaserAcquisition Sub, the consummation by Parent and Acquisition Sub of the transactions contemplated hereby (including the Offer and the consummation of Merger) and the Transactions, compliance by Parent and Acquisition Sub with the provisions hereof do not and will not: (i) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or PurchaserAcquisition Sub; (ii) assuming compliance with the matters referred to in Section 4.4(b), cause a violation by Parent or Purchaser Acquisition Sub of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subjectand Acquisition Sub; or (iii) require any consent violate, or notice under, conflict with, result in the breach of, of or constitute a default under (or an event that which with notice or lapse of time or both would become such a violation, breach or default)) under, or give rise to any result in the termination of, or accelerate the performance required by, or result in a right of purchase, termination, amendment, cancellation, termination or acceleration under or other adverse change of any right or obligation or the loss of any benefit to which or impair the rights of Parent or Purchaser Acquisition Sub under, any each Contract that is entitled under any provision material to the business of any Contractthe Parent and its Subsidiaries, taken as a whole, except in the case of each of clauses “(ii) )” and “(iii), as ,” for such violations would not reasonably be expected to havenot, individually or in the aggregate, and would not reasonably be expected to (A) have a Parent Material Adverse Effect, or (B) materially and adversely affect Parent’s or Acquisition Sub’s ability to consummate the Offer and the Merger, or (C) prevent or materially delay the consummation of the Offer and the Merger. (b) Except for No consent, approval, Order or authorization of, or filing or registration with, or notification to any Governmental Entity or other Person is required on the part of Parent or Acquisition Sub in connection with the execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby (including the Offer and the Merger), except for: (i) the filing and recordation of the certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or and such filings with Governmental Entities to satisfy the applicable laws of states in which the Parent and Acquisition Sub are incorporated, organized and qualified to do business; (ii) such filings and approvals as may be required by any federal or state securities Legal Requirements, including compliance with any applicable requirements of the Exchange Act Act; (including the filing iii) compliance with the SEC any applicable requirements of the Offer Documents), Takeover Laws, the DGCL, the HSR Act or the antitrust or competition Legal Requirements of foreign jurisdictions; and any applicable filing(iv) such other consent, approval, Order or authorization of, or filing or registration with, or 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, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this 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 of which to make or obtain would not, individually or in the aggregate, and would not reasonably be expected to (A) have a Parent Material Adverse Effect, (B) materially and adversely affect Parent’s or Acquisition Sub’s ability to consummate the Offer and the Merger, or (C) prevent or materially delay the consummation of the Offer and the Merger. No vote of Parent’s or Purchaser’s stockholders is necessary to approve adopt this Agreement or to approve any of the Transactions (except in the case of Purchaser as has previously been obtained)transactions contemplated by this Agreement.

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Securities Act, the Exchange Act, the DGCL, state securities or “blue sky” laws, the HSR Act and any applicable filing, notification other Antitrust Law (either foreign or approval in any foreign jurisdiction required by Antitrust Laws (if anydomestic), and the rules and regulations of the SEC and Nasdaq, neither (1) the execution and delivery of this Agreement by Parent and PurchaserMerger 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 (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws of Merger Sub or the limited liability company agreement or certificate of formation of Parent; (b) contravene, conflict with or other organizational documents) of Parent or Purchaser; (ii) cause result in a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or any Order to which Parent or Purchaser are Merger Sub, or any of their material assets, is subject; or or (iiic) require any consent or notice undercontravene, conflict with, with or result in a violation or breach of, or constitute result in a default under (or an event that with notice or lapse of time or both would become a default)under, 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 Parent or Purchaser is entitled 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, except chargeback, penalty or change in delivery schedule under any such Contract; (iii) accelerate the 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 “(ii) b)” and “(iiic)” of this sentence, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (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 (including the filing with the SEC of the Offer Documents), Takeover Laws, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this 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 would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or Except: (A) as may be required by the Securities Act, the Exchange Act, the DGCL, the HSR Act and any of the Transactions (except in the case of Purchaser as has previously been obtained).foreign Antitrust Law; and

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) Assuming compliance with the applicable provisions of the DGCLexecution, the HSR Act and any applicable filing, notification delivery 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 performance of this Agreement by Parent and Purchaseror Merger Sub, and nor (b) the consummation of the Contemplated Transactions, will not: directly or indirectly (with or without notice or lapse of time): (i) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or Purchaser; any of its Subsidiaries; (ii) cause contravene, conflict with or result in a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaserof, 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 or any order, writ, injunction, judgment or decree to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict with, result in breach ofof its Subsidiaries, or constitute a default under (any of the assets owned or an event that with notice or lapse of time or both would become a default), 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 used by Parent or Purchaser any of its Subsidiaries, is entitled under any provision of any Contractsubject, except in the case of clauses (ii) and (iii), as would not reasonably be expected to haveconstitute, individually or in the aggregate, a Parent Material Adverse Effect.Effect; (biii) 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 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: (A) 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 Required Parent Stockholder Vote, (C) the filing of the certificate Statement of merger Merger with the Secretary of State of the State of Delaware or Alabama pursuant to the ABCL, and (D) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover under applicable federal and state securities Laws, the DGCL, 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 the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliatesits Subsidiaries were, is are or will be required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body at any time prior to the Closing Person in connection with (x) the execution and execution, delivery or performance of this Agreement by Parent or PurchaserAgreement, or (y) the consummation by Parent or Purchaser of the Offer, the Merger or the other Contemplated Transactions, except those that the failure to make or obtain would not, which if individually or in the aggregateaggregate 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 a 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 Material Adverse EffectStockholder Support Agreements, the Parent Lock-Up Agreements, and to the consummation of the Contemplated Transactions. No vote of Parent’s other state takeover statute or Purchaser’s stockholders is necessary similar Law applies or purports to approve apply to the Merger, this Agreement Agreement, the Parent Stockholder Support Agreements, the Parent Lock-Up Agreements or any of the Transactions (except in the case of Purchaser as has previously been obtained)Contemplated Transactions.

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions Subject to filing of the DGCL, the HSR Act and any applicable filing, notification or approval in any foreign jurisdiction Articles of Merger required by Antitrust Laws NRS Chapter 92A, neither (if any)x) the execution, and the rules and regulations of the SEC and Nasdaq, the execution and delivery or performance of this Agreement by Parent and Purchaseror Merger Sub, and nor (y) the consummation of the Contemplated Transactions, will not: directly or indirectly (iwith or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or Purchaser; Merger Sub; (iib) cause contravene, conflict with or result in a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaserof, or give any Governmental Body or, to the Knowledge of Parent, any other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which Parent or Purchaser are 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 or its business; (iiic) require any consent or notice underto the Knowledge of Parent, contravene, conflict with, with or result in breach a violation of any of the terms or requirements of, or constitute a default under give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any (i) Parent Permit or an event that with notice or lapse of time or both would become a default), 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 Parent or Purchaser is entitled under any provision of any Contract, except in the case of clauses (ii) and other Governmental Authorization that is held by Parent or its Subsidiaries, except, with respect to the foregoing clause (iiiii), as would not reasonably be expected to havebe material to Parent or its business; (d) contravene, individually 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 aggregatecase of any non-material breach, a Parent Material Adverse Effect.default, penalty or modification; or (be) result in the imposition or creation of any 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 on Section 3.4 of the Parent Disclosure Schedule under any Parent Contract or Parent Permit, (ii) the filing of the certificate Articles of merger Merger with the Secretary of State of the State of Delaware or Nevada pursuant to NRS Chapter 92A, and (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover under applicable federal and state securities Laws, the DGCL, the HSR Act Parent is not 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, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is will not be required to give notice to, make any filing with or give any notice to, or to obtain any Consent from from, any Governmental Body at any time prior to the Closing Person in connection with (x) the execution and execution, delivery or performance of this Agreement by Parent or PurchaserAgreement, or (y) the consummation by Parent or Purchaser of the Offer, the Merger or the other Contemplated 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 vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained).

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the Exchange Act, the DGCL, the HSR Act and Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if anyin those jurisdictions identified in Schedule 5.3(c), and the rules and regulations of the SEC and Nasdaq, the execution and delivery of this Agreement by Parent and Purchaser, the Company and the consummation by the Company of the Transactions, Transactions will not: (ia) conflict with or cause a violation of any of the provisions of the certificate Certificate of incorporation Incorporation or bylaws (or other organizational documents) of Parent or Purchaserthe Company; (iib) conflict with or cause a violation by Parent or Purchaser the Company of any Legal Requirement Requirements or order applicable to Parent or Purchaserthe Company, or to which Parent or Purchaser are the Company is subject; or (iiic) require any consent or notice under, conflict with, result in any violation or breach of, or constitute a default under (or an event that that, with notice or lapse of time or both both, would become a default), ) or give rise right to any a right of purchase, termination, amendment, cancellation, cancellation or acceleration or other adverse change of any right or obligation or the loss of any material benefit to which Parent under, or Purchaser is entitled under require a consent or waiver under, any provision Contract; or (d) result in the creation of any Encumbrances (other than Permitted Encumbrances) upon any of the properties or assets of the Acquired Companies under, any Contract, except in the case of clauses (iib), (c) and (iiid), for such violations, conflicts, breaches, terminations, cancellations, losses, Encumbrances and defaults, and for any consents or waivers not obtained, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (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 (including the filing with the SEC of the Offer Documents), Takeover LawsAct, the DGCL, 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 Nasdaq, the SEC and any national securities exchange, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, Company is not required to give notice to, make any filing with with, or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this Agreement by Parent or PurchaserAgreement, or the consummation by Parent or Purchaser the Company of the Offer, the Merger or the other TransactionsMerger, except those filings, notifications, approvals, notices or Consents that the failure to make make, obtain or obtain receive would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained).

Non-Contravention; Consents. (a) Assuming compliance with Subject to obtaining the applicable provisions of the DGCLRequired Parent Stockholder Vote, 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 by Parent and Purchaser, and the consummation of the Transactions, will not: (i) cause a violation of any of the provisions of the certificate of incorporation or bylaws (or other organizational documents) of Parent or Purchaser; (ii) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), 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 Parent or Purchaser is entitled under any provision of any Contract, except in the case of clauses (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except for the filing of the certificate Certificate of merger Merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (including the filing with the SEC DGCL and clearance of the Offer Documents), Takeover Merger under any applicable Antitrust Laws, neither (x) the DGCLexecution, the HSR Act and any applicable filing, notification delivery 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, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery performance of this Agreement by Parent or PurchaserMerger Sub, or nor (y) the consummation by Xxxxxx and Merger Sub of the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any of the provisions of the Organizational Documents of Parent or Purchaser Merger Sub; (b) contravene, 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 Offerassets owned or used by Parent or its Subsidiaries, the Merger or the other Transactionsis subject, except those that the failure to make or obtain as would not, individually or in the aggregate, not reasonably be expected to have 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 Adverse EffectContract, 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 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 material to Parent and its Subsidiaries, taken as a whole; or (e) result in the imposition or creation 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, (ii) the 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 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 performance by Xxxxxx and the Merger Sub of this Agreement, or (B) the consummation of the Contemplated Transactions. Assuming the accuracy of the representations and warranties of the Company in 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 vote of Parent’s other state Takeover Statute or Purchaser’s stockholders is necessary similar Law applies or purports to approve apply to the Merger, this Agreement Agreement, the Parent Stockholder Support Agreements or any of the Transactions (except in the case of Purchaser as has previously been obtained)Contemplated Transactions.

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the DGCLthat all Required Consents have been obtained, the HSR Act execution, delivery 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 performance of this Agreement by Parent Seller and Purchaser, the Collateral Agreements by Seller or any Subsidiary that will be a party thereto and the consummation of the Transactions, transactions contemplated hereby and thereby do not and will not: (i) cause result in a breach or violation of any provision of Seller's or the provisions of the certificate of incorporation applicable Subsidiary's charter, by-laws or bylaws (or other similar organizational documents) of Parent or Purchaser; , (ii) cause violate or result in a violation by Parent breach of or Purchaser constitute an occurrence of default under any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict withprovision of, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, the acceleration or other adverse change cancellation of any right or obligation or the a loss of any benefit to which Parent Seller or Purchaser a Subsidiary is entitled under under, or give rise to a right by any provision party to terminate, cancel, rescind or amend any right or obligation under, any 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 or the applicable Subsidiary is a party or by which the Seller or any Subsidiary or any Purchased Asset is bound, (iii) violate any order, judgment, decree, rule or regulation of any Contractcourt or any other Governmental Body having jurisdiction over Seller, except a Subsidiary or the Purchased Assets or (iv) result in the imposition of any Encumbrances on any Purchased Asset other than, in the case of clauses (ii) and (iii), as would not reasonably be expected to haveany such violation, breach, defaults, acceleration or cancellation of obligations or rights that, individually or in the aggregate, would not reasonably be expected to have a Parent Seller Material Adverse Effect. (b) Except for the No consent, approval, order or authorization of, or registration, declaration or filing of the certificate of merger with the Secretary of State of the State of Delaware with, or as may be required by the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover Laws, the DGCL, the HSR Act and notice to 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, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, Person is required to give notice tobe obtained, make any filing with made or obtain any Consent from any Governmental Body at any time prior to the Closing taken in connection with the execution and delivery of this Agreement by Parent or Purchaser, or the Collateral Agreements by Seller or any Subsidiary that will be a party thereto or for the consummation by Parent or Purchaser of the Offer, the Merger transactions contemplated hereby or the other Transactionsthereby by Seller or such Subsidiary, except those that for (i) any filings required to be made under the HSR Act and under any foreign antitrust Laws, (ii) consents or approvals of Third Parties, (iii) the items set forth in Schedule 3.4(b) (items --------------- (i), (ii) and (iii) being referred to herein as the "Required Consents") and ----------------- (iv) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to make be obtained or obtain would notmade, individually or in the aggregate, would not reasonably be expected to have a Parent Seller Material Adverse Effect. No vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained).

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the DGCLThe execution, the HSR Act delivery 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 performance of this Agreement by Parent and Purchaser, Merger Sub and the consummation by Parent and Merger Sub of the Transactions, Transactions respectively contemplated to be consummated by each of them will not: (i) cause a contravene, conflict with or result in any violation or breach of any provision of the provisions of the certificate of incorporation or bylaws (or other organizational documents) Organizational Documents of Parent or PurchaserMerger Sub; (ii) cause contravene, conflict with or result in a violation by Parent or Purchaser breach of any Legal Requirement or order provision of any Law applicable to Parent or Purchaser, or to which Parent or Purchaser are subjectMerger Sub; or (iii) require any consent or notice other action by any Person under, conflict with, result in breach of, or constitute a default under (breach or default, or an event that that, with or without notice or lapse of time or both both, would become constitute a breach or default), under, or give rise to any right of purchase, cause or permit the termination, amendment, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which Parent or Purchaser Merger Sub is entitled under any provision of any ContractContract binding on Parent or Merger Sub, except or any Permit affecting, or relating to, the assets or business of Parent or Merger Sub; or (iv) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub; with only such exceptions, in the case of each of clauses (iiiii) and (iiiiv), as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Except as may be required by the Exchange Act, the HSR Act or other applicable Antitrust Laws, and except for the filing of the a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware or as may be required by the Exchange Act (including the filing with the SEC Delaware, none of the Offer Documents), Takeover Laws, the DGCL, the HSR Act Parent 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, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, Merger Sub is required to give notice to, make any filing with or to obtain any Consent consent from any Governmental Body Entity at any time or prior to the Closing Effective Time in connection with the execution and execution, delivery or performance of this Agreement by Parent or PurchaserMerger Sub, or the consummation by Parent or Purchaser Merger Sub of the Offer, the Merger or the other TransactionsTransactions respectively contemplated to be consummated by each of them, except those that where the failure to make any such filing or obtain any such consent would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained).

Non-Contravention; Consents. Neither the execution or delivery of this Agreement or the Ancillary Agreements to which the Company is a party nor the consummation of the transactions contemplated hereby or thereby (a) Assuming compliance will conflict with or result in a breach, or violation of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration, under any of the applicable terms, conditions or provisions of (i) any of the DGCLCompany Charter Documents or the organizational documents of any of its Subsidiaries or (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement, document, instrument, Law, Order, certificate or other obligation to which the HSR Act and Company or any applicable filingof its Subsidiaries is a party or to which either the Company or any such Subsidiary is subject or to which any of its properties or assets may be bound, notification (b) will result in the creation of any material Lien on any properties or approval assets of the Company or any of its Subsidiaries or (c) except as disclosed in Schedule 3.5, will require the Company or any foreign jurisdiction required by Antitrust Laws of its Subsidiaries to obtain the consent of any Person other than a Governmental Authority not already obtained except, in the case of clause (if anyc), for such consents the absence of which would not reasonably be expected to result in a liability that is material to the Company and its Subsidiaries, taken as a whole. Except as expressly contemplated by this Agreement or any Ancillary Agreement or as would not reasonably be expected to result in a liability that is material to the rules Company and regulations of the SEC and Nasdaqits Subsidiaries, taken as a whole, no consent, action, approval or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person is required to authorize, or is otherwise required in connection with, the execution and delivery of this Agreement or any Ancillary Agreement by Parent and Purchaser, and the consummation Company or the performance by the Company of the Transactions, will not: (i) cause a violation of any of the provisions of the certificate of incorporation terms hereof or bylaws (or other organizational documents) of Parent or Purchaser; (ii) cause a violation by Parent or Purchaser of any Legal Requirement or order applicable to Parent or Purchaser, or to which Parent or Purchaser are subject; or (iii) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event that with notice or lapse of time or both would become a default), or give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any right or obligation thereof or the loss validity or enforceability of any benefit to which Parent this Agreement or Purchaser is entitled under any provision of any Contractsuch Ancillary Agreement, except in the case of clauses (ii) for such filings and (iii)approvals, as would not reasonably be expected to haveif any, individually or in the aggregate, a Parent Material Adverse Effect. (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 under the Exchange Act (including the filing with the SEC of the Offer Documents), Takeover LawsHSR Act, the DGCL, the HSR Act and any applicable filing, notification DGCL 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, neither Parent nor Purchaser, nor any of Parent’s other Affiliates, is required to give notice to, make any filing with or obtain any Consent from any Governmental Body at any time prior to the Closing in connection with the execution and delivery of this 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 would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. No vote of Parent’s or Purchaser’s stockholders is necessary to approve this Agreement or any of the Transactions (except in the case of Purchaser as has previously been obtained)set forth on Schedule 3.5.