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

Non-Contravention/No Consents. The execution, delivery and performance of the Agreement and the issuance of any ExchangeCo Unit or underlying ExchangeCo Note upon any Exchange in accordance with the terms of this Agreement (the issuer thereof, an “Issuer”) 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 organizational documents of such Issuer, (ii) any credit agreement, mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon such Issuer or any of its subsidiaries, or (iii) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to such Issuer or any of its subsidiaries, other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, constitute a Material Adverse Effect on such Issuer. Assuming the accuracy of the representations of the other parties set forth herein, other than 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 such Issuer or any of its subsidiaries in connection with the applicable issuance upon any Exchange in accordance with the terms of this Agreement, except for any consent, approval, order, authorization, registration, declaration, filing, exemption or review the failure of which to be obtained or made would not, individually or in the aggregate, constitute a Material Adverse Effect on such Issuer.

Non-Contravention/No Consents. The execution, delivery and performance of the Agreement and this Agreement, the issuance of any ExchangeCo Unit or underlying ExchangeCo Note upon any Exchange in accordance with the terms Shares and the consummation by the Company of this Agreement (the issuer thereofTransactions, an “Issuer”) 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 organizational documents certificate of such Issuerincorporation or bylaws of the Company, (ii) any credit agreement, mortgage, note, indenture, deed of trust, lease, license, loan agreement or other agreement binding upon such Issuer the Company or any of its subsidiaries, Company Subsidiary or (iii) any permit, government license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to such Issuer the Company or any of its subsidiaries, Company Subsidiary other than in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, constitute reasonably be expected to have a Material Adverse Effect on such IssuerEffect. Assuming the accuracy of the representations of the other parties 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 such Issuer the Company or any of its subsidiaries Company Subsidiary in connection with the applicable issuance upon any Exchange in accordance with execution, delivery and performance by the terms Company of this AgreementAgreement 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 would notmade, individually or in the aggregate, constitute would not reasonably be expected to have a Material Adverse Effect on such IssuerEffect.