Common use of Non-contravention; Required Consents Clause in Contracts

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.5(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in the termination of, cancellation of, suspension of or accelerate the performance required by, or result in a right of termination, cancellation or suspension or acceleration under, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets (tangible or intangible) of the Company or any of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, defaults, terminations, accelerations or Liens that would not, individually or in the aggregate have a Company Material Adverse Effect. (b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority 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 contemplated hereby (including the Offer and the Merger), except (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the Laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings, reports and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act and the Securities Act, (iii) compliance with any applicable requirements of the HSR Act and other applicable Antitrust Laws, (iv) such filings required by the Nasdaq Rules or (v) such other Consents, the failure of which to obtain would not, individually or in the aggregate, (x) have a Company Material Adverse Effect, or (y) prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement (including the Offer and the Merger) in accordance with the terms hereof and Law or the performance by the Company of its covenants or obligations hereunder.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.5(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or result in the termination of, cancellation of, suspension of or accelerate the performance required by, or result in a right of termination, cancellation or suspension termination or acceleration under, any Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Law law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets (tangible or intangible) of the Company or any of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches defaults, terminations, accelerations or Liens that which would not, individually or in the aggregate aggregate, have a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the Offer and the Merger. (b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority 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 contemplated hereby (including the Offer and the Merger), except (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the Laws applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings, reports filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act and the Securities Act, (iii) compliance with any applicable requirements of the HSR Act and other any applicable Antitrust Lawsforeign antitrust, competition or merger control laws and (iv) such filings required by the Nasdaq Rules or (v) such other Consents, the failure of which to obtain would not, individually or in the aggregate, (x) have a Company Material Adverse Effect, or (y) prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement (including the Offer and the Merger) in accordance with the terms hereof and Law or the performance by the Company of its covenants or obligations hereunder.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates articles of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.5(a)(ii3.5(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or result in the termination of, cancellation of, suspension of or accelerate the performance required by, or result in a right of termination, cancellation or suspension termination or acceleration under, under any Contract or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Order or Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets (tangible or intangible) of the Company or any of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, defaults, terminations, accelerations or Liens that which would not, individually or in the aggregate aggregate, have a Company Material Adverse Effect. (b) No consent, approval, Order order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority 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 contemplated hereby (including the Offer and the Merger)hereby, except (i) the filing and recordation of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Nevada and such filings with Governmental Authorities Entities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) compliance with and such filingsfilings as may be required under applicable Gaming Laws (including those promulgated by the Nevada Gaming Authorities), reports (iii) such filings and approvals as may be required by any federal or state securities lawsLaws, including compliance with any applicable requirements of the Exchange Act and the Securities Act, (iiiiv) compliance with any applicable requirements of the HSR Act and other any applicable Antitrust foreign antitrust, competition or merger control Laws, (iv) such filings required by the Nasdaq Rules or and (v) such other Consents, the failure of which to obtain would not, individually or in the aggregate, (x) have a Company Material Adverse Effect, or (y) prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement (including the Offer and the Merger) in accordance with the terms hereof and Law or the performance by the Company of its covenants or obligations hereunder.

Non-contravention; Required Consents. (a) The Assuming compliance with the matters referred to in Section 3.5(b), subject to obtaining the Requisite Stockholder Approval, the execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent equivalent organizational documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.5(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or result in the termination of, cancellation of, suspension of or accelerate the performance required by, or result in a right of termination, cancellation or suspension termination or acceleration under, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their or its properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Law law or Order applicable to the Company or by which any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets (tangible or intangible) of the Company or any of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, defaults, terminations, accelerations or Liens that which would not, individually or in the aggregate aggregate, have a Company Material Adverse EffectEffect or reasonably be expected to prevent or delay the consummation of the Offer or the Merger. (b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority 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 contemplated hereby (including the Offer and the Merger), except (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the Laws applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings, reports filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act and the Securities Act, (iii) compliance with any applicable requirements of the HSR Act and other any applicable Antitrust Lawsforeign antitrust, competition or merger control laws and (iv) such filings required by the Nasdaq Rules or (v) such other Consents, the failure of which to obtain would not, individually or in the aggregate, (x) have a Company Material Adverse Effect, or (y) prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement (including the Offer and the Merger) in accordance with the terms hereof and Law or the performance by the Company of its covenants or obligations hereunder.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.5(a)(ii4.5(a) of the Company Disclosure Schedule, violate, conflict with, or result in the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or result in the termination of, cancellation of, suspension of or accelerate the performance required by, or result in a right of termination, cancellation or suspension termination or acceleration under, any Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Law law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets (tangible or intangible) of the Company or any of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens that which would not, individually or in the aggregate aggregate, have a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the Offer and the Merger. (b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority 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 contemplated hereby (including the Offer and the Merger), except (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities Entities to satisfy the Laws applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings, reports filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act and the Securities Act, (iii) compliance with any applicable requirements of the HSR Act and other any applicable Antitrust Lawsforeign antitrust, competition or merger control laws and (iv) such filings required by the Nasdaq Rules or (v) such other Consents, the failure of which to obtain would not, individually or in the aggregate, (x) have a Company Material Adverse Effect, or (y) prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement (including the Offer and the Merger) in accordance with the terms hereof and Law or the performance by the Company of its covenants or obligations hereunder.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.5(a)(ii4.5(a) of the Company Disclosure Schedule, violate, conflict with, or result in the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or result in the termination of, cancellation of, suspension of or accelerate the performance required by, or result in a right of termination, cancellation or suspension termination or acceleration under, any Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Law law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets (tangible or intangible) of the Company or any of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens that which would not, individually or in the aggregate aggregate, have a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the Offer and the Merger. (b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “"Consent”"), any Governmental Authority 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 contemplated hereby (including the Offer and the Merger), except (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities Entities to satisfy the Laws applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings, reports filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act and the Securities Act, (iii) compliance with any applicable requirements of the HSR Act and other any applicable Antitrust Lawsforeign antitrust, competition or merger control laws and (iv) such filings required by the Nasdaq Rules or (v) such other Consents, the failure of which to obtain would not, individually or in the aggregate, (x) have a Company Material Adverse Effect, or (y) prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement (including the Offer and the Merger) in accordance with the terms hereof and Law or the performance by the Company of its covenants or obligations hereunder.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such the Consents set forth in Section 4.5(a)(ii3.5(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or result in the termination of, cancellation of, suspension of or accelerate the performance required by, or result in a right of termination, cancellation or suspension termination or acceleration under, any Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be boundbound and which is a Material Contract, (iii) assuming compliance with the matters referred to in Section 4.5(b3.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Company Stockholder Approval, violate or conflict with any Law Legal Requirement or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien (other than a Permitted Encumbrance) upon any of the properties or assets (tangible or intangible) of the Company or any of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, defaults, terminations, accelerations or Liens that which would not, individually or in the aggregate aggregate, have a Company Material Adverse Effect. (b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any Consent of the foregoing being a “Consent”), any Governmental Authority 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 contemplated hereby (including the Offer and the Merger)hereby, except (i) the filing and recordation of the First Certificate of Merger and the Second Certificate of Merger with the Delaware Secretary of State of the State of Delaware and such filings with Governmental Authorities Entities to satisfy the Laws applicable laws of states in which the Company and its Subsidiaries are qualified to do business, (ii) such filings, reports filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act and the Securities Act, (iii) compliance with any applicable requirements of the HSR Act any applicable foreign antitrust, competition, merger control or similar laws and other applicable Antitrust Laws, (iv) such filings required by the Nasdaq Rules or (v) such other ConsentsConsents of Governmental Entities, the failure of which to obtain would not, individually or in the aggregate, (x) have a Company Material Adverse Effect, or (y) prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement (including the Offer and the Merger) in accordance with the terms hereof and Law or the performance by the Company of its covenants or obligations hereunder.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the provisions terms hereof do not and will not (i) violate or conflict with any provision of the certificates certificate of incorporation or bylaws or other equivalent constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents set forth in Section 4.5(a)(ii3.3(a)(ii) of the Company Disclosure Schedule, violate, conflict with, or result in the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or result in the termination of, cancellation of, suspension of or accelerate the performance required by, or result in a right of termination, cancellation or suspension termination or acceleration under, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b3.3(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Merger Approval, violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets (tangible or intangible) of the Company or any of its Subsidiaries, except except, in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Liens that which would not, individually or in the aggregate aggregate, have a Company Material Adverse EffectEffect on the Company. (b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority 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 contemplated hereby (including the Offer and the Merger)hereby, except (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the Laws of states in which the Company and its Subsidiaries are qualified to do businessDelaware, (ii) such filings, reports filings and approvals as may be required by any U.S. federal, state or non-U.S. securities laws or rules and regulations promulgated thereunder, federal commodity futures laws, or state securities lawsrules of a self-regulatory organization, including compliance with any applicable requirements of the Exchange Act and Act, the Securities Advisers Act, the CEA, or the rules of FINRA or the NFA, (iii) such filings, notices and approvals as may be required by any Canadian provincial or territorial securities laws or securities regulators or rules of IIROC or other self-regulatory organizations, (iv) compliance with any applicable requirements of the HSR Act and other any applicable Antitrust Lawsforeign antitrust, (iv) such filings required by the Nasdaq Rules competition or merger control laws and (v) such other Consents, the failure of which to obtain would not, individually or in the aggregate, (x) have a Company Material Adverse Effect, or (y) prevent or materially delay Effect on the consummation by the Company of the transactions contemplated by this Agreement (including the Offer and the Merger) in accordance with the terms hereof and Law or the performance by the Company of its covenants or obligations hereunderCompany.

Non-contravention; Required Consents. (a) The execution, delivery or performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificates of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining such Consents Except as set forth in Section 4.5(a)(ii) 2.4 of the Company Company’s Disclosure Schedule, violate, conflict with, or result in the breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in the termination of, cancellation of, suspension of or accelerate the performance required by, or result in a right of termination, cancellation or suspension or acceleration under, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 4.5(b) and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iv) result in the creation of any Lien upon any of the properties or assets (tangible or intangible) of the Company or any of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, defaults, terminations, accelerations or Liens that would not, individually or in the aggregate have a Company Material Adverse Effect. (b) No consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority 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 CX Xxxxxx Consent and the consummation by the Company of the transactions contemplated hereby (including the Offer and the Merger), except (i) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, the execution, delivery and such filings performance of this Agreement and each Ancillary Agreement, and the consummation of the Transaction, does not and will not, directly or indirectly, (a) violate or conflict with Governmental Authorities any (i) Law or Order applicable to satisfy the Laws of states in which the any Company and its Subsidiaries are qualified to do business, Party or (ii) such filings, reports and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements provision of the Exchange Act and Organizational Documents of any Company Party; (b) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the Securities Actacceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or payment under any Material Contract, material Consent or material Permit to which any Company Party is a party or by which any of their respective assets are bound or subject; (iiic) compliance with result in the creation or imposition of any applicable requirements Lien (other than a Permitted Lien) upon the assets of any Company Party or, to the Knowledge of the HSR Act and other applicable Antitrust LawsCompany, (iv) such filings required by any of the Nasdaq Rules CB Shares; or (vd) require any notice to or filing with, or Permit or Consent of any Governmental Body or any other Person in order to consummate the Transaction, except for such other Consents, Consent and notice filings the failure of which to obtain or make would notnot reasonably be expected to be material to the Company Parties, except with respect to clauses (b) and (c), for such conflicts, violations, breaches, defaults or rights that, individually or in the aggregate, would not reasonably be expected to be material to the Company Parties. There is no Order, and no Proceeding is pending, or to the Knowledge of the Company, threatened in writing, against any Company Party or the Business, or any of their respective assets, properties or rights, that (x) have a Company Material Adverse Effectchallenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the Transaction, (y) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the consummation of the Transaction, or (yz) prevent or materially delay the consummation by the prohibits any Company of the transactions contemplated by Party from complying with its obligations under this Agreement (including or any Ancillary Agreement or otherwise consummating the Offer and the Merger) in accordance with the terms hereof and Law or the performance by the Company of its covenants or obligations hereunderTransaction.