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

Non-Contravention/No Consents. The execution, delivery and performance of this Agreement, the issuance of the Shares and the consummation by the Company of the Transactions, 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 or bylaws of the Company, (ii) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Company or any Company Subsidiary or (iii) any permit, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company 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 each Investor set forth herein, other than (A) any required filings or approvals under the HSR Act or any foreign antitrust or competition laws, (B) 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, Nasdaq or state 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 or any Company Subsidiary in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions, 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 this Agreement, the issuance of the Shares Transaction Documents and the consummation by the Company of the Transactions, 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 or bylaws of the Company, (ii) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Company or any Company Subsidiary of its Subsidiaries or (iii) any permit, licensePermit, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation Law applicable to the Company or any Company Subsidiary 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 each Investor the Purchaser set forth herein, other than (A) any required filings or approvals under the HSR Act or any foreign antitrust or competition lawsin connection with the issuance of the Shares, (B) any consent, approval, order, authorization, registration, declaration, filing, exemption or review the filing failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to have a listing notice with Nasdaq Material Adverse Effect or filings under state securities or “Blue Sky” laws, (C) any required filings pursuant to the Exchange Act or the rules of the SEC, Nasdaq or state 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 or any Company Subsidiary 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, 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 this Agreement, the issuance of the Shares and the consummation by the Company of the Transactions, 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 Amended and Restated Certificate of incorporation Incorporation or bylaws Bylaws of the Company, (ii) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other contract or agreement binding upon the Company or any Company Subsidiary of its Subsidiaries or (iii) any permit, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any Company Subsidiary of its Subsidiaries, other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. Assuming the accuracy of the representations of each Investor the Purchasers set forth herein, other than (A) any required filings or approvals under the HSR Act or any foreign antitrust or competition lawsfiling of a proxy statement and obtaining the approval of the Stockholder Proposal, (B) the filing of a listing notice the Certificate of Designations with Nasdaq or filings under state securities or “Blue Sky” lawsthe Secretary of State of the State of Delaware, (C) any required filings pursuant to under the Exchange Act or HSR Act, (D) the rules filing of a Supplemental Listing Application with the SEC, Nasdaq or state regulators, NYSE or (DE) as have been obtained prior to the date of this Agreement, no material consent, approval, order or authorization of, or material registration, declaration or filing with, any Governmental Entity is required on the part of the Company or any Company Subsidiary 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, 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 Except as set forth in Section 3.01(f) of the Disclosure Schedule, the execution, delivery and performance of this Agreementthe Transaction Agreements, the issuance of the shares of Class A Common Stock or Series A-1 Preferred Stock upon conversion of the Shares in accordance with their terms and the consummation by the Company of the Transactions, 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 or amended and restated bylaws of the Company, (ii) any credit agreement, mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon the Company or any Company Subsidiary or (iii) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any Company Subsidiary 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 each Investor the Purchaser set forth herein, other than (A) any required filings or approvals under the HSR Act or any foreign antitrust or competition lawsfiling of the NASDAQ Shares Notification, (B) 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, Nasdaq SEC or state regulators, NASDAQ or (DC) 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 or any Company Subsidiary 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, 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 execution, delivery and performance of this Agreement, the issuance of the Shares and the consummation by the Company of the Transactions, 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 Amended and Restated Certificate of incorporation Incorporation or bylaws Bylaws of the Company, (ii) any mortgage, note, indenture, deed of trust, lease, license, loan agreement or other contract or agreement binding upon the Company or any Company Subsidiary of its Subsidiaries, or (iii) any permit, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any Company Subsidiary of its Subsidiaries, other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. Assuming the accuracy of the representations of each Investor the Purchasers set forth herein, other than (A) any required filings or approvals under the HSR Act or any foreign antitrust or competition lawsfiling of a proxy statement and obtaining the approval of the Stockholder Proposal, (B) the filing of a listing notice the Certificate of Designations with Nasdaq or filings under state securities or “Blue Sky” lawsthe Secretary of State of the State of Delaware, (C) any required filings pursuant to under the Exchange Act or HSR Act, (D) the rules filing of a Supplemental Listing Application with the SEC, Nasdaq or state regulatorsNYSE, or (DE) as have been obtained prior to the date of this Agreement, no material consent, approval, order or authorization of, or material registration, declaration or filing with, any Governmental Entity is required on the part of the Company or any Company Subsidiary 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, 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.