Common use of Non-Contravention/No Consents Clause in Contracts

Non-Contravention/No Consents. The execution, delivery and performance of the Transaction Agreements, the issuance of the shares of Company Common Stock upon conversion of the Note in accordance with their terms and the consummation by the Company Group of the Transactions, and the granting of liens and giving of guarantees pursuant to the Note Documents, does not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (i) the certificate of incorporation, bylaws, limited liability company agreement, operating agreement, partnership agreement or other applicable organizational documents of the Company Group, (ii) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Company Group or (iii) any permit, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company Group, other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Assuming the accuracy of the representations of the Purchaser set forth herein, other than (A) requirements or regulations in connection with the issuance of shares of Company Common Stock upon the conversion of the Note, (B) any required filings pursuant to the Exchange Act or the rules of the SEC or Nasdaq, (C) filings and registrations necessary to perfect liens on the Collateral (as defined in the Note) consisting of UCC financing statement or filings or recordings in the United States Copyright Office or the United States Patent and Trademark Office, as applicable, or (D) as have been obtained prior to the date of this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required on the part of the Company Group in connection with the execution, delivery and performance by the Company Group of the Transaction Documents (as defined in the Note) and the consummation by the Company Group of the Transactions (in each case other than the transactions contemplated by Section 2.02) or the grant by any member of the Company Group of the liens granted by it pursuant to the Note Documents or the perfection or maintenance of the liens created under the Note Documents, except for any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Non-Contravention/No Consents. The execution, delivery and performance of the Transaction Agreements, Agreement and the issuance of the shares of Company Common Stock upon conversion of in the Note in accordance with their terms and the consummation by the Company Group of the Transactions, and the granting of liens and giving of guarantees pursuant to the Note DocumentsTransaction, does not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (i) the certificate of incorporation, bylaws, limited liability company agreement, operating agreement, partnership agreement or other applicable organizational documents of the Company GroupCompany, (ii) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Company Group or (iii) any permit, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company GroupCompany, other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Assuming the accuracy of the representations of the Purchaser Purchasers set forth herein, other than (A) requirements or regulations in connection with the issuance of shares of Company Common Stock upon the conversion of the Note, (B) any required filings pursuant to the Exchange Act or the rules of the SEC or Nasdaq, Nasdaq or (C) filings and registrations necessary to perfect liens on the Collateral (as defined in the Note) consisting of UCC financing statement or filings or recordings in the United States Copyright Office or the United States Patent and Trademark Office, as applicable, or (D) as have been obtained prior to the date of this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required on the part of the Company Group in connection with the execution, delivery and performance by the Company Group of the Transaction Documents (as defined in the Note) this Agreement and the consummation by the Company Group of the Transactions (in each case other than the transactions contemplated by Section 2.02) or the grant by any member of the Company Group of the liens granted by it pursuant to the Note Documents or the perfection or maintenance of the liens created under the Note DocumentsTransaction, except for any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Non-Contravention/No Consents. The execution, delivery and performance of the Transaction Agreements, the issuance of the shares of Company Common Stock upon conversion of the Note New Notes in accordance with their terms assuming receipt of Stockholder Approval and the consummation by the Company Group and each of the Guarantor of the Transactions, and the granting of liens and giving of guarantees pursuant to the Note Documents, does not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (i) the certificate of incorporation, bylaws, limited liability company agreement, operating agreement, partnership agreement incorporation or other applicable organizational documents bylaws of the Company GroupCompany, (ii) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Company Group or any Company Subsidiary or (iii) any permit, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company Group, or any Company Subsidiary other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Assuming the accuracy of the representations of the Purchaser each Investor set forth herein, other than (A) any required filings or approvals under the HSR Act or any foreign antitrust or competition laws, requirements or regulations in connection with the issuance of shares of Company Common Stock upon the conversion of the NoteNew Notes, (B) pursuant to any requirements or regulations in connection with the issuance of Company Common Stock upon the conversion of the New Notes, including the filing of a listing notice with Nasdaq or filings under state securities or “blue sky” laws, (C) any required filings pursuant to the Exchange Act or the rules of the SEC SEC, Nasdaq or Nasdaq, (C) filings and registrations necessary to perfect liens on the Collateral (as defined in the Note) consisting of UCC financing statement or filings or recordings in the United States Copyright Office or the United States Patent and Trademark Office, as applicablestate regulators, or (D) as have been obtained prior to the date of this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required on the part of the Company Group or any Company Subsidiary in connection with the execution, delivery and performance by the Company Group and the Guarantor of the Transaction Documents (as defined in the Note) this Agreement and the consummation by the Company Group and the Guarantor of the Transactions (in each case other than the transactions contemplated by Section 2.02) or the grant by any member of the Company Group of the liens granted by it pursuant to the Note Documents or the perfection or maintenance of the liens created under the Note DocumentsArticle 5), except for any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Non-Contravention/No Consents. The execution, delivery and performance of the Transaction Agreements, the issuance of the shares of Company Common Stock upon conversion of the Note in accordance with their terms Documents and the consummation by the Company Group of the Transactions, and the granting of liens and giving of guarantees pursuant to the Note Documents, does not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (i) the certificate of incorporation, bylaws, limited liability company agreement, operating agreement, partnership agreement incorporation or other applicable organizational documents bylaws of the Company GroupCompany, (ii) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Company Group or any of its Subsidiaries or (iii) any permit, licensePermit, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation Law applicable to the Company Groupor any of its Subsidiaries, other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Assuming the accuracy of the representations and warranties of the Purchaser set forth herein, other than (A) requirements any required filings or regulations approvals under the HSR Act in connection with the issuance of shares of Company Common Stock upon the conversion of the NoteShares, (B) any required filings pursuant to the Exchange Act or the rules of the SEC or Nasdaq, (C) filings and registrations necessary to perfect liens on the Collateral (as defined in the Note) consisting of UCC financing statement or filings or recordings in the United States Copyright Office or the United States Patent and Trademark Office, as applicable, or (D) as have been obtained prior to the date of this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required on the part of the Company Group in connection with the execution, delivery and performance by the Company Group of the Transaction Documents (as defined in the Note) and the consummation by the Company Group of the Transactions (in each case other than the transactions contemplated by Section 2.02) or the grant by any member of the Company Group of the liens granted by it pursuant to the Note Documents or the perfection or maintenance of the liens created under the Note Documents, except for any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or (C) as have been obtained prior to the date of this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions.

Non-Contravention/No Consents. The execution, delivery and performance of the Transaction AgreementsDocuments, the issuance of the shares of Company Common Stock upon conversion of the Note Notes in accordance with their terms and the consummation by the Company Group of the Transactions, and the granting of liens and giving of guarantees pursuant to the Note Documents, does not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (i) the certificate of incorporation, bylaws, limited liability company agreement, operating agreement, partnership agreement incorporation or other applicable organizational documents bylaws of the Company GroupCompany, any “material contract” (iias such term is defined in Item 601(b)(10) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon Regulation S-K of the SEC) to which the Company Group or (iii) any of its Subsidiaries is a party and was filed or was required to be filed with the Company Reports or any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company Groupor any of its Subsidiaries, other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and would not materially affect the Company’s ability to comply with its obligations under the Notes or this Agreement. The Company has filed a Shares Outstanding Change Form and/or Listing of Additional Shares Notification Form with the NASDAQ with respect to the shares of Company Common Stock issuable upon conversion of the Notes. Assuming the accuracy of the representations of the Purchaser set forth herein, other than (A) any required filings or approvals under the HSR Act or any foreign antitrust or competition laws, requirements or regulations in connection with the issuance of shares of Company Common Stock upon the conversion of the Note, Notes or (B) any required filings pursuant to the Exchange Act or the rules of the SEC or Nasdaq, (C) filings and registrations necessary to perfect liens on the Collateral (as defined in the Note) consisting of UCC financing statement or filings or recordings in the United States Copyright Office or the United States Patent and Trademark Office, as applicable, or (D) as have been obtained prior to the date of this AgreementNASDAQ, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required on the part of the Company Group or any of its Subsidiaries in connection with the execution, delivery and performance by the Company Group of the Transaction Documents (as defined in the Note) and the consummation by the Company Group of the Transactions (in each case other than the transactions contemplated by Section 2.02) or the grant by any member of the Company Group of the liens granted by it pursuant to the Note Documents or the perfection or maintenance of the liens created under the Note DocumentsTransactions, except for any consent, approval, order, authorization, registration, declaration, filing, exemption or review review, the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect and would not materially affect the Company’s ability to comply with its obligations under the Notes or this Agreement. No vote or approval of the Company’s stockholders is or will be required under NASDAQ rules with respect to the issuance of Company Common Stock contemplated hereunder or under the Notes.

Non-Contravention/No Consents. The Except for the filing and effectiveness of the Series A CoD Amendment with the Delaware Secretary of State, the execution, delivery and performance of the Transaction Agreements, the issuance of the shares of Company Common Stock upon conversion of the Note Shares in accordance with their terms and the consummation by the Company Group of the Transactions, do not require a Company Stockholder Vote, and the granting of liens and giving of guarantees pursuant to the Note Documents, does do not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (i) the certificate of incorporation, bylaws, limited liability company agreement, operating agreement, partnership agreement incorporation or other applicable organizational documents bylaws of the Company GroupCompany, (ii) any credit agreement, mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Company Group or (iii) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company Groupor any of its Subsidiaries, other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have constitute a Material Adverse Effect. Assuming the accuracy of the representations of the Purchaser set forth herein, other than (A) any required filings or approvals under the HSR Act or any foreign antitrust or competition laws, requirements or regulations in connection with the issuance of shares of Company Common Stock upon the conversion of the NoteShares, (B) the filing of a Supplemental Listing Application with NYSE, (C) any required filings pursuant to the Exchange Act or the rules of the SEC or Nasdaq, (C) filings and registrations necessary to perfect liens on the Collateral (as defined in the Note) consisting of UCC financing statement or filings or recordings in the United States Copyright Office or the United States Patent and Trademark Office, as applicable, NYSE or (D) as have been obtained prior to the date of this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority is required on the part of the Company Group or any of its Subsidiaries in connection with the execution, delivery and performance by the Company Group of the Transaction Documents (as defined in the Note) this Agreement and the consummation by the Company Group of the Transactions (in each case other than the transactions contemplated by Section 2.02) or the grant by any member of the Company Group of the liens granted by it pursuant to the Note Documents or the perfection or maintenance of the liens created under the Note DocumentsArticle V), except for any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or mademade would not, individually or in the aggregate, would not reasonably be expected to have constitute a Material Adverse Effect.

Non-Contravention/No Consents. The Except as set forth in Section 3.01(f) of the Disclosure Schedule, the execution, delivery and performance of the Transaction Agreements, the issuance of the shares of Company Class A Common Stock or Series A-1 Preferred Stock upon conversion of the Note Shares in accordance with their terms and the consummation by the Company Group of the Transactions, and the granting of liens and giving of guarantees pursuant to the Note Documents, does Transactions do not conflict with, violate or result in a breach of any provision of, or constitute a default under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (i) the amended and restated certificate of incorporation, bylaws, limited liability company agreement, operating agreement, partnership agreement incorporation or other applicable organizational documents amended and restated bylaws of the Company GroupCompany, (ii) any credit agreement, mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Company Group or (iii) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company Groupor any of its Subsidiaries, other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have constitute a Material Adverse Effect. Assuming the accuracy of the representations of the Purchaser set forth herein, other than (A) requirements or regulations in connection with the issuance of shares of Company Common Stock upon the conversion filing of the NoteNASDAQ Shares Notification, (B) any required filings pursuant to the Exchange Act or the rules of the SEC or Nasdaq, NASDAQ or (C) filings and registrations necessary to perfect liens on the Collateral (as defined in the Note) consisting of UCC financing statement or filings or recordings in the United States Copyright Office or the United States Patent and Trademark Office, as applicable, or (D) as have been obtained obtained, completed or provided prior to the date of this Agreement, no consent, approval, order or authorization of, or registration, declaration or filing with, or exemption or review by, any Governmental Entity Authority is required on the part of the Company Group or any of its Subsidiaries in connection with the execution, delivery and performance by the Company Group of the Transaction Documents (as defined in the Note) this Agreement and the consummation by the Company Group of the Transactions (in each case other than the transactions contemplated by Section 2.02) or the grant by any member of the Company Group of the liens granted by it pursuant to the Note Documents or the perfection or maintenance of the liens created under the Note DocumentsTransactions, except for any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or mademade would not, individually or in the aggregate, would not reasonably be expected to have constitute a Material Adverse Effect.