Common use of Non-Contravention; Governmental Authorization Clause in Contracts

Non-Contravention; Governmental Authorization. (a) The execution and delivery by such Investor and performance by such Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate any provision of its certificate of formation, limited liability company agreement or similar governing documents (where applicable) or community property or other domestic relations Law (where applicable); (ii) conflict with or result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right to termination, acceleration or cancellation under any agreement, lease, mortgage, license, indenture or any other contract to which such Investor is a party or by which its properties may be bound or affected; or (iii) conflict with or violate any Law applicable to such Investor, except in the case of clause (ii) or (iii), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a (b) Each approval, consent, order, authorization, designation, declaration or filing by or with any Governmental Entity necessary in connection with the execution and delivery by such Investor of this Agreement and the consummation of the transactions contemplated herein (except for such additional steps as may be required by Nasdaq or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares under federal securities, state securities or blue sky Laws) has been obtained or made and is in full force and effect.

Non-Contravention; Governmental Authorization. (a) The execution and execution, delivery by such Investor and performance by such each Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby hereunder will not: (i1) conflict with or violate any provision of its certificate articles of formationincorporation, bylaws, limited liability company partnership agreement or similar governing documents documents; or (where applicable2) or community property or other domestic relations Law assuming compliance with the statutes and regulations referred to in Section 5.3(c), (where applicable); (iii) conflict with or result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right to of termination, acceleration or cancellation under any agreement, lease, mortgage, license, indenture or any other contract to which such Investor is a party or by which its properties may be bound or affected; or (iiiii) conflict with or violate any Law order, Law, statute, rule or regulation of any Governmental Entity, applicable to such the Investor, except in the case of clause (ii2)(i) or and (iii2)(ii), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aa timely basis. (b) No authorization, approval, consent or license of any government, governmental instrumentality or court, domestic or foreign (other than under the Securities Act and the securities or blue sky laws of the various states and under any applicable HSR Laws) is required for the purchase of the shares underlying the Backstop Commitment, if any, to be purchased by each Investor hereunder and the consummation by each Investor of the transactions contemplated by this Agreement. (c) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other Governmental Entity necessary in connection with the execution and delivery by such each Investor of this Agreement and the consummation of the transactions contemplated herein (except for such additional steps as may be required by Nasdaq the NASDAQ or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares under federal securities, state securities or blue sky Laws) has been obtained or made and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect each Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Non-Contravention; Governmental Authorization. (a) The execution and execution, delivery by such Investor and performance by such the Investor of its obligations under this Agreement and each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby hereunder and thereunder will not: (i) conflict with or violate any provision of its certificate of formation, limited liability company partnership agreement or similar governing documents (where applicable) or community property or other domestic relations Law (where applicable)documents; (ii) conflict with or result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right to termination, acceleration or cancellation under any agreement, lease, mortgage, license, indenture or any other contract Contract to which such the Investor is a party or by which its properties may be bound or affected; or (iii) conflict with or violate any Law applicable to such the Investor, except in the case of clause (ii) or and (iii), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aAgreement. (b) Each approval, consent, order, authorization, designation, declaration or filing by or with any Governmental Entity necessary in connection with the execution and delivery by such the Investor of this Agreement and the consummation of the transactions contemplated herein (except for such additional steps as may be required by Nasdaq or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares under federal securities, state securities or blue sky Laws) has been obtained or made and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby. The execution, delivery and performance by the Investor of this Agreement and each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereunder and thereunder will not require (i) any filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 or any similar applicable antitrust Law or (ii) the expiration of any waiting periods with respect thereto.

Non-Contravention; Governmental Authorization. (a) The execution and execution, delivery by such Investor and performance by such the Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate any provision of its certificate of formationcharter, limited liability company agreement bylaws or similar governing documents (where applicable) or community property or other domestic relations Law (where applicable); documents, (ii) conflict with or result in any breach of, or constitute a default (or an event which or, with the giving of notice or lapse of time or both time, would become a be in default) under, or give rise to any right to termination, acceleration or cancellation under under, any agreement, lease, mortgage, license, indenture or any other contract to which such the Investor is a party or by which its properties may be bound or affected; or affected and (iii) conflict with or violate any Law applicable to such the Investor, except except, in the case of clause clauses (ii) or and (iii), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aa timely basis. (b) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other Governmental Entity necessary in connection with the execution and delivery by such the Investor of this Agreement and the consummation of the transactions contemplated herein (except for such additional steps as may be required by Nasdaq or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares under federal securities, state securities or blue sky Laws) has been obtained or made and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. (c) In connection with the Investor’s prior acquisition of control of the Company, Investor and all other Affiliates of Investor required to do so made a timely filing pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (“HSR Act”) on February 2, 2007. The waiting periods under the act expired and, accordingly, Investor obtained control of the Company. Pursuant to Code of Federal Regulations 802.21, no further HSR Act filing will be required in connection with Investor’s purchase of any additional shares of the Company either in any private placement or public offering.

Non-Contravention; Governmental Authorization. (a) The execution and execution, delivery by such Investor and performance by such the Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby hereunder will not: (i1) conflict with or violate any provision of its certificate of formation, limited liability company agreement or similar governing documents documents; or (where applicable2) or community property or other domestic relations Law assuming compliance with the statutes and regulations referred to in Section 4.3(c), (where applicable); (iii) conflict with or result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right to of termination, acceleration or cancellation under any agreement, lease, mortgage, license, indenture or any other contract to which such Investor is a party or by which its properties may be bound or affected; or (iiiii) conflict with or violate any Law order, Law, statute, rule or regulation of any Governmental Entity, applicable to such the Investor, except in the case of clause (ii2)(i) or and (iii2)(ii), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aa timely basis. (b) No authorization, approval, consent or license of any government, governmental instrumentality or court, domestic or foreign, is required for the purchase of the Shares by the Investor hereunder and the consummation by the Investor of the transactions contemplated by this Agreement. (c) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other Governmental Entity necessary in connection with the execution and delivery by such the Investor of this Agreement and the consummation of the transactions contemplated herein (except for such additional steps as may be required by Nasdaq or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares under federal securities, state securities or blue sky Laws) has been obtained or made and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis.

Non-Contravention; Governmental Authorization. (a) The execution and delivery by such Investor and performance by such Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate any provision of its certificate of formation, limited liability company agreement or similar governing documents (where applicable) or community property or other domestic relations Law (where applicable); (ii) conflict with or result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right to termination, acceleration or cancellation under any agreement, lease, mortgage, license, indenture or any other contract to which such Investor is a party or by which its properties may be bound or affected; or (iii) conflict with or violate any Law applicable to such Investor, except in the case of clause (ii) or (iii), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aa timely basis. (b) Each approval, consent, order, authorization, designation, declaration or filing by or with any Governmental Entity necessary in connection with the execution and delivery by such Investor of this Agreement and the consummation of the transactions contemplated herein (except for such additional steps as may be required by Nasdaq or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares under federal securities, state securities or blue sky Laws) has been obtained or made and is in full force and effect.

Non-Contravention; Governmental Authorization. (a) The execution Except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, the execution, delivery by such Investor and performance by such Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate any provision of its certificate of formation, limited liability company agreement or similar governing documents (where applicable) documents; or community property or other domestic relations Law (where applicable); (ii) assuming compliance with the statutes and regulations referred to in Section 4.3(b), (A) conflict with or result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right to termination, acceleration or cancellation under under, any agreement, lease, mortgage, license, indenture or any other contract to which such Investor is a party or by which its properties may be bound or affected; or (iiiB) conflict with or violate any Law applicable to such Investor, except in the case of clause (ii) or (iii), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a. (b) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other Governmental Entity necessary in connection with the execution and delivery by such Investor of this Agreement and the consummation of the transactions contemplated herein hereby (except for (i) such additional steps as may be required by Nasdaq NASDAQ or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares under federal securities, state securities or blue sky LawsLaws and (ii) the filing of the Certificate of Designations with the Secretary of State of the State of Delaware) has been obtained or made and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. (c) Neither Investor nor, to the best of Investor’s Knowledge, any employee or agent of Investor, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any applicable Law.

Non-Contravention; Governmental Authorization. (a) The execution and delivery by such Investor of the Agreements and performance by such Investor the Warrants, the issuance and sale of its obligations the Shares and the Warrants under this Agreement the Agreements and the Warrant Shares under the Warrant, the fulfillment of the terms of the Agreements and the Warrants and the consummation of the transactions contemplated hereby thereby will not: not (iA) conflict with or violate constitute a violation of, or default (with the passage of time or otherwise) under, (i) any provision of its certificate of formation, limited liability company agreement or similar governing documents other instrument filed or incorporated by reference as an exhibit to any of the Exchange Act Documents (where applicable) or community property or other domestic relations Law (where applicablethe "EXCHANGE ACT EXHIBITS"); , (ii) conflict with the charter, by-laws or result in any breach ofother organizational documents of the Company, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right to termination, acceleration or cancellation under any agreement, lease, mortgage, license, indenture or any other contract to which such Investor is a party or by which its properties may be bound or affected; or (iii) conflict with any law, administrative regulation, ordinance or violate order of any Law court or governmental agency, arbitration panel or authority applicable to such Investorthe Company or its properties, except in the case of clause clauses (iii) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (iii), as would not, individually or B) result in the aggregatecreation or imposition of any lien, reasonably be expected encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or an acceleration of indebtedness pursuant to materially and adversely affect such Investor’s ability to perform its obligations under this Agreement any obligation, agreement or consummate the transactions contemplated hereby on a (b) Each condition contained in any Exchange Act Exhibit. No consent, approval, consentauthorization or other order of, orderor registration, authorization, designation, declaration qualification or filing by with, any regulatory body, administrative agency, or with any Governmental Entity necessary other governmental body in connection with the United States is required for the execution and delivery by such Investor of this Agreement the Agreements and the consummation Warrants, and the valid issuance and sale of the transactions contemplated herein (Shares and Warrants to be sold pursuant to the Agreements, and the valid issuance of the Warrant Shares under the Warrant, other than such as have been made or obtained, and except for such additional steps as may be any post-closing securities filings or notifications required by Nasdaq or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares made under federal securities, and state securities or blue sky Laws) has been obtained or made and is in full force and effectlaws.

Non-Contravention; Governmental Authorization. (a) The execution and execution, delivery by such Investor and performance by such the Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate any provision of its certificate of formationlimited partnership, limited liability company partnership agreement or similar governing documents (where applicable) documents; or community property or other domestic relations Law (where applicable); (ii) assuming compliance with the statutes and regulations referred to in Section 5.3(b), (A) conflict with or result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right to termination, acceleration or cancellation under under, any agreement, lease, mortgage, license, indenture or any other contract to which such the Investor is a party or by which its properties may be bound or affected; or (iiiB) conflict with or violate any Law applicable to such the Investor, except except, in the case of clause clauses (iiii)(A) or and (iiiii)(B), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aa timely basis. (b) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other Governmental Entity necessary in connection with the execution and delivery by such the Investor of this Agreement and the consummation of the transactions contemplated herein (except for (i) such additional steps as may be required by Nasdaq the NYSE or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares under federal securities, state securities or blue sky Laws, (ii) receipt of all approvals and authorizations of, filings with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act and (iii) the filing of the Certificate of Designations with the Secretary of State of the State of Delaware) has been obtained or made and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. (c) Neither the Investor nor, to the best of the Investor’s knowledge, any employee or agent of the Investor, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any applicable law.

Non-Contravention; Governmental Authorization. (a) The execution and execution, delivery by such Investor and performance by such the Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate any provision of its certificate of formationcharter, limited liability company agreement bylaws or similar governing documents (where applicable) or community property or other domestic relations Law (where applicable); documents, (ii) conflict with or result in any breach of, or constitute a default (or an event which or, with the giving of notice or lapse of time or both time, would become a be in default) under, or give rise to any right to termination, acceleration or cancellation under under, any agreement, lease, mortgage, license, indenture or any other contract to which such the Investor is a party or by which its properties may be bound or affected; or affected and (iii) conflict with or violate any Law applicable to such the Investor, except except, in the case of clause clauses (ii) or and (iii), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such the Investor’s 's ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aa timely basis. (b) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other Governmental Entity necessary in connection with the execution and delivery by such the Investor of this Agreement and the consummation of the transactions contemplated herein (except for such additional steps as may be required by Nasdaq or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares under federal securities, state securities or blue sky Laws) has been obtained or made and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Investor's ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. (c) In connection with the Investor's prior acquisition of control of the Company, Investor and all other Affiliates of Investor required to do so made a timely filing pursuant to the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act ("HSR Act") on February 2, 2007. The waiting periods under the act expired and, accordingly, Investor obtained control of the Company. Pursuant to Code of Federal Regulations 802.21, no further HSR Act filing will be required in connection with Investor's purchase of any additional shares of the Company either in any private placement or public offering.

Non-Contravention; Governmental Authorization. (a) The execution and execution, delivery by such Investor and performance by such the Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby hereunder will not: (i1) conflict with or violate any provision of its certificate of formation, limited liability company agreement or similar governing documents documents; or (where applicable2) or community property or other domestic relations Law assuming compliance with the statutes and regulations referred to in Section 4.3(b), (where applicable); (iii) conflict with or result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right to termination, acceleration or cancellation under any agreement, lease, mortgage, license, indenture or any other contract to which such the Investor is a party or by which its properties may be bound or affected; or (iiiii) conflict with or violate any Law order, Law, statute, rule or regulation of any Governmental Entity, applicable to such the Investor, except in the case of clause (ii2)(i) or and (iii2)(ii), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aa timely basis. (b) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other Governmental Entity necessary in connection with the execution and delivery by such the Investor of this Agreement and the consummation of the transactions contemplated herein (except for (1) such additional steps as may be required by Nasdaq the NYSE or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares under federal securities, state securities or blue sky LawsLaws and (2) receipt of all approvals and authorizations of, filings with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act, competition or merger control laws of Germany, Austria, and Brazil, or competition or merger control laws of other jurisdictions) has been obtained or made and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. (c) Neither the Investor, nor, to the knowledge of the Investor, any other Persons acting on its behalf has, in connection with the operation of its business, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended, or any other similar applicable Law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations or embargo regulations.

Non-Contravention; Governmental Authorization. (a) The execution and execution, delivery by such Investor and performance by such the Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate any provision of its certificate of formationcharter, limited liability company agreement bylaws or similar governing documents (where applicable) or community property or other domestic relations Law (where applicable); documents, (ii) conflict with or result in any breach of, or constitute a default (or an event which or, with the giving of notice or lapse of time or both time, would become a be in default) under, or give rise to any right to termination, acceleration or cancellation under under, any agreement, lease, mortgage, license, indenture or any other contract to which such the Investor is a party or by which its properties may be bound or affected; or affected and (iii) conflict with or violate any Law applicable to such the Investor, except except, in the case of clause clauses (ii) or and (iii), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such the Investor’s 's ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on aa timely basis. (b) Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other Governmental Entity necessary in connection with the execution and delivery by such the Investor of this Agreement and the consummation of the transactions contemplated herein (except for such additional steps as may be required by Nasdaq or such additional steps as may be necessary to register or qualify the Rights and shares of Common Stock to be issued in connection with the Rights Offering and the Backstop Acquired Shares under federal securities, state securities or blue sky Laws) has been obtained or made and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Investor's ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. (c) In connection with the Investor's prior acquisition of control of the Company, Investor and all other Affiliates of Investor required to do so made a timely filing pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (“ HSR Act ”) on February 2, 2007. The waiting periods under the act expired and, accordingly, Investor obtained control of the Company. Pursuant to Code of Federal Regulations 802.21, no further HSR Act filing will be required in connection with Investor's purchase of any additional shares of the Company either in any private placement or public offering.