Common use of Non-Contravention; Required Filings and Consents Clause in Contracts

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Restated Certificate of Incorporation or By-Laws of the Company or the equivalent organizational documents of any of its Material Subsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunder. (b) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the 20

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the The execution, delivery and performance by the Company Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Restated Certificate of Incorporation or By-Laws of the Company Parent or the equivalent organizational documents of any of its Material Subsidiaries; Acquisition Sub, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries Parent or Acquisition Sub or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company Parent or any of its subsidiaries Acquisition Sub is entitled under any provision of any agreement, contract, license or other instrument binding upon the CompanyParent, any of its subsidiaries Acquisition Sub or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company Parent or any of its subsidiaries Acquisition Sub under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company Parent or any of its subsidiaries Acquisition Sub is a party or by which the Company Parent or any of its subsidiaries Acquisition Sub or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company Parent or any of its subsidiariesAcquisition Sub, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not which, individually or in the aggregate have a Material Adverse Effect or aggregate, would not reasonably be reasonably expected to prevent prevent, or materially delay the consummation by the Company of the transactions contemplated by this Agreement Offer or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunderMerger. (b) The execution, delivery and performance by the Company Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby (including the 20Merger) by Parent and Acquisition Sub require no filings, notices, declarations, consents or other actions to be made by Parent or Acquisition Sub with, nor are any approvals or other confirmations or consents required to be obtained by Parent or Acquisition Sub from, any Governmental Entity (except those the failure of which to make, give or obtain, individually or in the aggregate, would not reasonably be expected to prevent or materially delay Parent's or Acquisition Sub's ability to consummate the transactions contemplated hereby), other than filings, notices, approvals, confirmations, consents, declarations or decisions (i) relating to the filing of the Certificate of Merger in accordance with Delaware Law; (ii) required by the HSR Act; (iii) required by the Exchange Act and state securities, takeover and Blue Sky laws; (iv) required by the Canadian Competition Act; (v) from the Italian Autorita Garante della Concorrenza e del Mercato that it does not intend to initiate a second stage investigation of the transactions contemplated hereby (including the Merger) or any matters arising therefrom under Article 16 of Law no.287 of October 10, 1990; (vi) from the German Federal Cartel Office, during the one month time limit referred to in Section 40 paragraph 1 of the Act against Restraints on Competition, that the conditions for a prohibition in Section 36 paragraph 1 of the Act against Restraints on Competition are not fulfilled, or, if no such confirmation is received, this one month time limit having expired without the parties having been notified by the Federal Cartel Office that it has entered into the examination of the proposed concentration; and (vii) from the U.K. Office of Fair Trading that it is not the intention of the U.K. Secretary of State to refer the transactions contemplated hereby or any matters arising therefrom to the MMC (clauses (i) through (vii) are referred to herein as the "Parent Governmental Approvals"). -----------------------------

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the 4.6.1 The execution, delivery and performance by the Company and Agrigenetics of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Restated Articles or Certificate of Incorporation or By-Laws of the Company or Agrigenetics or the equivalent organizational documents of any of its Material Subsidiariestheir respective subsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below Section 4.6.2 have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, Agrigenetics, any of its their respective subsidiaries or any of their respective properties; (iii) contravene or conflict with the NASD Rules; (iv) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company Company, Agrigenetics or any of its their respective subsidiaries is entitled under any provision of any Significant Agreement as defined in Section 4.16 or any material agreement, contract, license or other instrument binding upon the Company, Agrigenetics, any of its their respective subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company Company, Agrigenetics or any of its their respective subsidiaries under any Significant Agreement or any material indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company Company, Agrigenetics or any of its their respective subsidiaries is a party or by which the Company Company, Agrigenetics or any of its their subsidiaries or any of their respective assets or properties is subject or bound, or prevent the Company or any of its subsidiaries from realizing the benefits otherwise obtainable by the Company or any of its subsidiaries under any Permits (as defined below) or property interests of Company or any of its subsidiaries or any contract, agreement, license, arrangement or commitment of the Company or any of its subsidiaries relating to the business of the Company with respect to employment arrangements, purchase, sale, lease or license of assets, guarantees, restriction on conduct of business, leases, licenses, letters of credit, powers of attorney, joint venture agreements or affiliate agreements or require the affirmative consent or approval of any third party under any such material contract, agreement, license, arrangement or commitment; or (ivv) result in the creation or imposition of any Lien on any material asset of the Company Company, Agrigenetics or any of its their respective subsidiaries. 4.6.2 The execution, except delivery and performance by the Company and Agrigenetics of this Agreement and the consummation of the transactions contemplated hereby by the Company and Agrigenetics require no action by or in respect of, or filing with, any governmental body, agency, official or authority (either domestic or foreign) other than (i) compliance with any applicable requirements of the case of clauses HSR Act; (ii)) compliance with any applicable requirements of the Exchange Act and state securities, takeover and Blue Sky Laws; and (iii) and (iv) for any such contraventionsactions or filings which, conflictsif not taken or made, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Material Adverse Effect or be reasonably expected to prevent on the Company or materially delay interfere with the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunderAgreement. (b) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the 20

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the MergerCompletion of the Acquisition) do not and will shall not (i) contravene or conflict with the Restated Certificate Memorandum of Incorporation Association or By-Laws Articles of Association of the Company or the equivalent organizational documents of any of its Material Subsidiariessubsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Material Adverse Effect or be reasonably expected to prevent or materially delay interfere with the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunderAgreement. (b) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the 20Completion of the Acquisition) by the Company require no action by or in respect of, or filing with, any governmental body, agency, official or authority (whether domestic, foreign or supranational) other than (i) the filing of a compulsory acquisition notice, in the case of the Compulsory Acquisition, or the filing and approval of amalgamation documents with the British Columbia Registrar of Companies and the filing and approval of an application to the Supreme Court of British Columbia in the case of the Amalgamation in accordance with the BC Act and any other Canadian provincial authorities; (ii) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (iii) compliance with the Canadian Competition Act; (iv) compliance with the Investment Canada Act; (v) compliance with any applicable requirements of any laws or regulations relating to the regulation of monopolies or competition in Germany and compliance with any applicable requirements of the United Kingdom Fair Trading Act; (vi) compliance with any applicable requirements of the Exchange Act and state and provincial securities, takeover and Blue Sky laws; and (vii) such actions or filings which, if not taken or made, would not, individually or in the aggregate, have a Material Adverse Effect or materially interfere with the consummation by the Company of the transactions contemplated by this Agreement.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the The execution, delivery and performance by the Company Parent and Subsidiary of this Agreement and the consummation of the transactions contemplated hereby (including the MergerCompletion of the Acquisition) do not and will shall not (i) contravene or conflict with the Restated Certificate of Incorporation or By-Laws of the Company Parent or the equivalent organizational documents Articles of any Association or Memorandum of its Material SubsidiariesAssociation of Subsidiary; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries Parent or Subsidiary or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company Parent or any of its subsidiaries Subsidiary is entitled under any provision of any agreement, contract, license or other instrument binding upon the CompanyParent, any of its subsidiaries Subsidiary or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company Parent or any of its subsidiaries Subsidiary under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company Parent or any of its subsidiaries Subsidiary is a party or by which the Company Parent or any of its subsidiaries Subsidiary or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company Parent or any of its subsidiariesSubsidiary, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not which, individually or in the aggregate have a Material Adverse Effect or aggregate, would not reasonably be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on impair the ability of Parent and Subsidiary to consummate the Company to perform its other obligations hereunderOffer and the Completion of the Acquisition. (b) The execution, delivery and performance by the Company Parent and Subsidiary of this Agreement and the consummation of the transactions contemplated hereby (including the 20Completion of the Acquisition) by Parent and Subsidiary require no action by or in respect of, or filing with, any governmental body, agency, official or authority (whether domestic, foreign or supranational) other than (i) the filing of a compulsory acquisition notice, in the case of the Compulsory Acquisition, or the filing of amalgamation documents with the British Columbia Registrar of Companies and the filing and approval of an application to the Supreme Court of British Columbia in the case of the Amalgamation in accordance with the BC Act and any other Canadian provinical authorities; (ii) compliance with any applicable requirements of the HSR Act; (iii) compliance with the Canadian Competition Act; (iv) compliance with the Investment Canada Act and any other Canadian provincial authorities; (v) compliance with any applicable requirements of any laws or regulations relating to the regulation of monopolies or competition in Germany and compliance with any applicable requirements of the United Kingdom Fair Trading Act, (vi) compliance with any applicable requirements of the Exchange Act and state and provincial securities, takeover and Blue Sky laws; and (vii) such actions or filings which, if not taken or made, would not, individually or in the aggregate, materially interfere with the consummation by Parent and Subsidiary of the transactions contemplated by this Agreement.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.42.5 hereto and as contemplated by Section 2.5(b), the execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby (including the Merger) and thereby do not and will not not: (i) contravene or conflict with the Restated Certificate Company's Articles of Incorporation or By-Laws of the Company bylaws, or the equivalent organizational documents of any of its Material Subsidiaries; subsidiaries, or any resolution adopted by the Company's board of directors or stockholders, or the board of directors, managing partner, limited partners, general partners, members, or stockholders of any of the Company's subsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries subsidiaries, or any of their respective properties; ; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any governmental entity, official or authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any authorization that is held by the Company or any of its subsidiaries, or that otherwise relates to the business of, or any of the assets owned by, the Company or any of its subsidiaries; (iv) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries subsidiaries, or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or Company, any of its subsidiaries subsidiaries, or any of their respective assets or properties is subject or bound; or and (ivv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (i), (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunderAgreement. (b) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby by the Company require no action by or in respect of, or filing with, any governmental entity, official or authority (including either domestic or foreign) other than: (i) the 20filing of the Certificate of Designations with the Secretary of State of Nevada; and (ii) other filings that have been made or taken on or before the Closing Date.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in on Schedule 4.4, the 3.4: (a) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene violate, breach, contravene, terminate or conflict with the Restated Certificate of Incorporation or By-Laws of the Company or the equivalent organizational documents of any of its Material Subsidiariesthe Company's subsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene contravene, violate or conflict with or constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order order, writ, award or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of any agreement, commitment, arrangement, trust, lease, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any debt, liability or obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, license, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunder. (b) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the 20Merger) by the Company require no action by or in respect of, or filing with, any governmental body, agency, official or authority (either domestic or foreign) other than (i) the filing of a certificate of merger in accordance with Delaware Law; (ii) compliance with any applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"); (iii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and state securities, takeover and Blue Sky laws; and (iv) such actions or filings which, if not taken or made, would not prevent the consummation by the Company of the transactions contemplated by this Agreement.

Non-Contravention; Required Filings and Consents. (a) Except as set forth Assuming that all consents, approvals, orders, clearances, authorizations, registrations, declarations or filings specified in Schedule 4.4Section 4.3(b) have been obtained, the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby (including the Merger) and thereby by Buyer do not and will not not: (i) contravene result in any material breach or material violation of, or conflict with the Restated Certificate of Incorporation or By-Laws with, any provision of the Company or the equivalent organizational documents Governing Documents of any of its Material Subsidiaries; Buyer, (ii) assuming that all consentsin any material respect, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties; (iii) conflict with, violate or result in the a breach or termination of any provision of of, or constitute a an occurrence of default (with or without the giving of notice or the lapse of time or both) under, result in the acceleration or cancellation of or give rise to a right by any right of terminationparty to terminate or amend, cancellation, or loss of any benefit Contract to which the Company Buyer or any of its subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries Affiliates is a party or by which the Company it or its assets or properties are bound, or (iii) violate any applicable Law of any Governmental Body having jurisdiction over Buyer or any of its subsidiaries or any of their respective assets or properties is subject or boundproperties; or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiariesexcept, except in the case of clauses (ii), (iii) and (iv) for iii), any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellationsaccelerations or cancellations of obligations or rights that, losses, accelerations and Liens which would not individually or in the aggregate aggregate, have a Material Adverse Effect or not had and would not reasonably be reasonably expected to prevent materially interfere with or materially delay the consummation by the Company of the transactions contemplated by Buyer’s ability to carry out its obligations under this Agreement or otherwise have and the Ancillary Agreements to which it is a material adverse effect on the ability of the Company to perform its other obligations hereunderparty. (b) The Assuming the accuracy of the representations and warranties of Sellers in Section 3.4(b), no consent, approval, order, clearance or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer in connection with the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party and for the consummation of the transactions contemplated hereby (including or thereby by Buyer, including, but not limited to, consummating the 20transfer of the Units, Transferred Assets and Assumed Liabilities and paying for Units and Transferred Assets, except for the Scheduled Consents and such consents, approvals, orders, authorizations, registrations, declarations or filings 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 on Buyer’s ability to consummate the transactions under this Agreement and the Ancillary Agreements to which it is a party.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the 2.4.1 The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with with, result in the Restated Certificate breach of Incorporation any of the terms or By-Laws conditions of, or constitute a default under, the organizational documents of the Company or the equivalent organizational documents of any of its Material Subsidiariessubsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below Section 2.4.2 have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, statute, regulation, rule, ordinance, judgment, injunction, writ, award, order or decree binding upon or applicable to the Company, any of its subsidiaries or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of modification, termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries is entitled under any provision of of, any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective properties, or allow the acceleration of the performance of, or maturity of any obligation of the Company or any of its subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries is a party or by which the Company or Company, any of its subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset or property of the Company or any of its subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate have a Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunder. (b) The 2.4.2 Except as set forth on Schedule 2.4, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby require no action by or in respect of, or filing with, or notice to, any governmental body, agency, official or authority (including either domestic or foreign) other than compliance with any applicable requirements of the 20Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")

Non-Contravention; Required Filings and Consents. (a) Except as set forth in Schedule 4.4, the 4.4.1 The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the MergerMerger and the Transaction Documents) do not and will not (i) contravene or conflict with with, result in the Restated Certificate breach of Incorporation any of the terms or By-Laws conditions of, or constitute a default under, the organizational documents of the Company or the equivalent organizational documents of any of its Material Insurance Subsidiaries; (ii) except as set forth in Schedule 4.4.1, assuming that all consents, authorizations and approvals contemplated by subsection (b) below Section 4.4.2 have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, statute, regulation, rule, ordinance, judgment, injunction, writ, award, order or decree binding upon or applicable to the Company, any of its subsidiaries Insurance Subsidiaries or any of their respective properties; (iii) except as set forth in Schedule 4.4.1, conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of modification, termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries Insurance Subsidiaries is entitled entitled, under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries Insurance Subsidiaries or any of their respective properties, or allow the acceleration of the performance or maturity of, any obligation of the Company or any of its subsidiaries Insurance Subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries Insurance Subsidiaries is a party or by which the Company or Company, any of its subsidiaries Insurance Subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset or property of the Company or any of its subsidiariesInsurance Subsidiaries; provided, except in the case of however, that with respect to clauses (ii), (iii) and (iv) for above, no such conflict, breach, default, termination, modification, amendment, cancellation, acceleration, Lien, encumbrance or violation shall in any such contraventionsway constitute a breach of this Section 4.4.1 unless it, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate aggregate, would have a Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunderCompany. (b) 4.4.2 The execution, delivery and performance by the Company of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby (including the 20Merger) and the maintenance of any certificate of authority or of any license require no action by or in respect of, or filing with, or notice to, any governmental body, agency, official or authority (either domestic or foreign) other than (i) the filing of the Certificate of Merger in accordance with Delaware Law and appropriate documents with the relevant authorities of other states in which the Company or its Insurance Subsidiaries hold a certificate of authority or are licensed to do business, all of which documents and authorities, together with the required timing of such filings, are set forth on Schedule 4.4.2; (ii) compliance with any applicable requirements of the HSR Act with respect to the Merger; (iii) the consents, approvals and authorizations of, and filings and/or notices required under the insurance laws of the jurisdictions set forth on Schedule 4.4.2; (iv) compliance with any applicable requirements of the Exchange Act and the Securities Act and state securities, takeover and Blue Sky laws; and (v) such actions or filings which, if not taken or made, would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Non-Contravention; Required Filings and Consents. (a) Except as set forth in on Schedule 4.4, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Restated Certificate Articles of Incorporation or By-Laws Bylaws of the Company or the equivalent organizational documents of any of its Material Subsidiaries; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any of its subsidiaries Subsidiaries or any of their respective propertiesassets; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which the Company or any of its subsidiaries Subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon the Company, any of its subsidiaries or any of their respective propertiesof, or allow the acceleration of the performance of, any obligation of the Company or any of its subsidiaries under Subsidiaries under, any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of the Company or any of its subsidiariesSubsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not not, individually or in the aggregate aggregate, have a Material Adverse Effect or be reasonably expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of the Company to perform its other obligations hereunderAgreement. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including the 20Merger) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (either domestic, foreign or supranational) other than (i) the filing of the Georgia Filing in accordance with Georgia Law and the Delaware Filing in accordance with Delaware Law; (ii) compliance with any applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"); (iii) compliance with any applicable requirements of the Exchange Act (including, without limitation, the proxy and tender rules) and state securities, takeover and Blue Sky laws and the requirements of the Nasdaq Stock Market; and (iv) such actions or filings which, if not taken or made, would not, individually or in the aggregate, have a Material Adverse Effect or materially interfere with the consummation of the Offer or the Merger.