Common use of Noncontravention; Consents Clause in Contracts

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock Market, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any lien, encumbrance, security interest or other claim (a "Lien") upon any property of the Company or any of its Subsidiaries pursuant to (i) the articles of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries is subject or (iii) any agreement or commitment 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 respective properties is bound or subject, except, in the case of clauses (ii) and (iii) above, for such matters which, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements as set forth in Section 3.5 of the Securities Exchange Act and the "blue sky" laws and regulations of various statesSRGL Disclosure Letter, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock Market, neither the execution and delivery of this Agreement and the other Transaction Documents by the CompanySRGL do not, nor and the consummation by the Company of the transactions contemplated herebyby this Agreement and the other Transaction Documents including, without limitation, the issuance of the Convertible Shares or the issuance of Ordinary Shares upon conversion of the Convertible Shares will constitute a violation ofnot, be (i) conflict with any of the provisions of the Memorandum of Association and Articles of Association of SRGL or the comparable organizational documents of any of its Subsidiaries or any of the Special Purpose Vehicles, (ii) subject to the matters referred to in the next sentence, conflict with, constitute result in a breach of or create default under (with or without notice or lapse of time time, or both) a default under), give rise to any a right of termination, cancellation, amendment termination or acceleration with respect toacceleration, or result in the creation or imposition of any lien, encumbrance, security interest or other claim (a "Lien") upon Lien on any property or asset of the Company SRGL or any of its Subsidiaries pursuant to (i) the articles of incorporation or bylaws of the Company or under, any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulationagreement, permit, orderfranchise, writ, injunction, judgment license or decree instrument to which the Company SRGL or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any Special Purpose Vehicle is a party or (iii) subject to the matters referred to in the next sentence, contravene any Law applicable to SRGL or any of their respective properties is bound its Subsidiaries or subjectany Special Purpose Vehicle, exceptwhich, in the case of clauses (ii) and (iii) above, for such matters which, individually or in the aggregate, are not reasonably likely to would have a Company an SRGL Material Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any court, administrative agency or commission or other governmental or regulatory authority or agency, political subdivision, instrumentality or any securities exchange, in any jurisdiction (a "Governmental Entity"), and no consent, approval or authorization of any third party, is required by or with respect to SRGL or any of its Subsidiaries or any Special Purpose Vehicle in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents or the consummation by SRGL of the transactions contemplated hereby or thereby, including, without limitation, the issuance of the Convertible Shares or the issuance of Ordinary Shares upon conversion of the Convertible Shares except for (a) the filing of premerger notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendex (xxx "XXX Xxx"), and such other merger filings as are considered necessary by Investors and SRGL, based on information relating to Investors, (b) the approvals, filings and notices required under the insurance Laws of the jurisdictions set forth in Section 3.5 of the SRGL Disclosure Letter, and (c) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.5 of the SRGL Disclosure Letter.

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the XxxxHart-Xxxxx-Xxxxxx Act Xxx of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock Market, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any lien, encumbrance, security interest or other claim (a "Lien") upon any property of the Company or any of its Subsidiaries pursuant to (i) the articles of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries is subject or (iii) any agreement or commitment 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 respective properties is bound or subject, except, in the case of clauses (ii) and (iii) above, for such matters which, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with Neither the applicable requirements execution or delivery of this Agreement nor the consummation of the Securities Exchange Act and transactions contemplated hereby does or will: (i) violate, conflict with, or constitute a default under, the "blue sky" laws and regulations Certificate of various statesIncorporation, as amended, or Bylaws, as amended, of SRC; or (ii) assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) the filing of a Notification below have been obtained and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act of 1976all filings described therein have been made, as amended (the "HSR Act"), and A) violate any other filing required pursuant to any other applicable competition, merger control, antitrust statute or similar law or regulation (together with the HSR Actany rule, the "Antitrust Laws")regulation, (c) the filing order, writ, injunction, judgment or decree of articles of merger pursuant any court or governmental authority to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company SRC or any of its Subsidiaries assets or properties is qualified subject, which violation individually or in the aggregate has or would reasonably be expected to do business, and have a SRC Material Adverse Effect or (dB) any filings required under the rules and regulations of The NASDAQ Stock Market, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company except as disclosed on Schedule 2.5(a) of the transactions contemplated herebySRC Disclosure Schedule, will constitute result in a --------------- violation or breach of, be in conflict with, or constitute or create (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, cancellationacceleration or modification of, amendment or acceleration with respect toany note, or result in the creation or imposition bond, mortgage, indenture, deed of any lientrust, encumbrancelicense, security interest lease or other claim (a "Lien") upon any property of the Company agreement, instrument or any of its Subsidiaries pursuant to (i) the articles of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree obligation to which the Company or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company or any of its Subsidiaries SRC is a party or by which the Company, it or any of its Subsidiaries assets or properties is bound, which default, breach or other action individually or in the aggregate has or would reasonably be expected to have a SRC Material Adverse Effect. (b) Except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities -------------- Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "Blue ------------ Sky" laws or regulations (the "Blue Sky Laws") or any exchange upon which SRC ------------- Shares are listed, and except for the filing and recordation of their respective properties a Certificate of Merger as required by the DGCL, there is bound no other consent, approval, order or subjectauthorization of, exceptor filing with, or any permit from, or any notice to, any court, arbitral tribunal, administrative agency or commission or other governmental, regulatory or administrative authority required to be obtained by SRC in connection with the case execution of clauses (ii) this Agreement and (iii) abovethe consummation of the transactions contemplated hereby the failure of which to obtain would, for such matters whichas may reasonably be foreseen, individually or in the aggregate, are not reasonably likely to (i) have a Company SRC Material Adverse EffectEffect or (ii) preclude, impair or materially delay consummation of the transactions contemplated by this Agreement.

Noncontravention; Consents. Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the "“blue sky" ” laws and regulations of various states, (b) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the delisting of MMI Common Stock, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the XxxxHxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the "“HSR Act"”), (d) customary filings pursuant to the competition laws of the jurisdictions set forth in the MMI Disclosure Letter (the “Non-US Competition Laws”), (e) if requested by either party in accordance with Section 6.2(b), the voluntary filing of notice of the transactions contemplated by this Agreement with the Committee on Foreign Investment in the United States (“CFIUS”) under Section 721 of Title VII of the Defense Production Act of 1950, as amended, 50 U.S.C. App. 2170 (the “Exon-Fxxxxx Provisions”), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (cf) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock MarketAct, neither the execution and delivery of this Agreement by the CompanyMMI, nor the consummation by the Company MMI of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any lien, encumbrance, security interest or other claim (a "“Lien"”) upon any property of the Company MMI or any of its Subsidiaries pursuant to (i) the articles charter, bylaws or other similar governance documents of incorporation or bylaws of the Company MMI or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company MMI or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company MMI or any of its Subsidiaries is a party or by which the CompanyMMI, any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (ii) and (iii) above, for such matters which, individually or in the aggregate, are have not had and would not reasonably likely be expected to have a Company MMI Material Adverse Effect.

Noncontravention; Consents. (a) Except for (ai) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the "“blue sky" ” laws and regulations of various states, (bii) certain filings and approvals necessary to comply with the requirements of the New York Stock Exchange with respect to the listing of the Sxxx ADSs, (iii) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, (iv) customary filings pursuant to the "Antitrust Non-US Competition Laws", (v) if requested by either party in accordance with Section 6.2(b), the voluntary filing of notice of the transactions contemplated by this Agreement with CFIUS under the Exon-Fxxxxx Provisions and (cvi) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock MarketAct, neither the execution and delivery of this Agreement by the CompanySxxx, nor the consummation by the Company Sxxx of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any lien, encumbrance, security interest or other claim (a "Lien") Lien upon any property of the Company Sxxx or any of its Subsidiaries pursuant to (iA) the articles constitution or other organizational documents of incorporation or bylaws of the Company Sxxx or any of its Subsidiaries, (iiB) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company Sxxx or any of its Subsidiaries is subject or (iiiC) any agreement or commitment to which the Company Sxxx or any of its Subsidiaries is a party or by which the CompanySxxx, any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (iiB) and (iiiC) above, for such matters which, individually or in the aggregate, are have not had and would not reasonably likely be expected to have a Company Sxxx Material Adverse Effect. (b) Sxxx has applied for a waiver from ASX from the requirement to seek shareholder approval in accordance with ASX Listing Rule 7.1 for the issue of the Merger Consideration payable pursuant to Section 1.8. Sxxx has received a draft waiver from ASX, a copy of which has been provided to MMI, and Sxxx reasonably believes that the waiver when issued by the ASX will be in substantially the form of the draft waiver.

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock Market, neither Neither the execution and nor delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated herebyhereby does or will: i. violate, will constitute a violation of, be in conflict with, or constitute a default under, the Certificate of Incorporation, as amended, Bylaws, as amended or create any governing document, of Xxxxx or any Xxxxx Subsidiary; or Agreement and Plan of Merger ii. assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, injunction, judgment or decree of any court or Governmental Entity to which Xxxxx, any Xxxxx Subsidiary or any of their assets or properties are subject, which violation has had or would reasonably be expected to have a Material Adverse Effect or (B) except as set forth in Section 3.5(a) of the Xxxxx Disclosure Schedule and except as has not and would not reasonably be expected to have a Material Adverse Effect, result in a violation or breach of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) a default under, or give rise to any right of termination, cancellation, amendment acceleration or acceleration with respect tomodification of, or result in the creation or imposition of any lienLien upon any of the properties or assets owned or operated by Xxxxx or any Xxxxx Subsidiary under, encumbranceor result in being declared void, security interest voidable, or without further binding effect, or otherwise result in a detriment to Xxxxx or any Xxxxx Subsidiary under the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease or other claim (a "Lien") upon any property of the Company agreement, instrument or obligation, to which Xxxxx or any of its Subsidiaries pursuant to (i) the articles of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company or any of its Subsidiaries Xxxxx Subsidiary is a party or by which the Company, it or any of its Subsidiaries assets or properties is bound. (b) Except for the expiration or termination of the applicable waiting period under the HSR Act, any applicable foreign competition Law in Germany and any other applicable foreign competition Laws, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, state securities or “Blue Sky” laws or regulations (the “Blue Sky laws”) or any exchange upon which Xxxxx Shares are listed, and except for the filing and recordation of their respective properties a Certificate of Merger as required by the DGCL, there is bound no other consent, approval, order or subjectauthorization of, exceptor filing with, or any permit from, or any notice to, any court or Governmental Entity or Person required to be obtained by Xxxxx or any Xxxxx Subsidiary in connection with the case execution of clauses (ii) this Agreement and (iii) abovethe consummation of the transactions contemplated hereby, for such matters which, individually or in the aggregate, are not failure of which to obtain would reasonably likely be expected to have a Company Material Adverse Effect.

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the XxxxHart-XxxxxScott-Xxxxxx Rodino Act of 1976, as amended (the "HSR Act"), and any other filing required oxxxx xxxxxx xxxxxred pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of articles the Certificate of merger pursuant to the Virginia Act, a certificate of merger Merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ the New York Stock MarketExchange and (e) to the extent set forth in the Company Disclosure Letter, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any lien, encumbrance, security interest or other claim (a "Lien") upon any property of the Company or any of its Subsidiaries pursuant to (i) the articles certificate of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries is subject or (iii) any agreement or commitment 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 respective properties is bound or subject, except, in the case of clauses (ii) and (iii) above, for such matters which, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the XxxxHart-Xxxxx-Xxxxxx Act Xxx of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of articles the Certificate of merger pursuant to the Virginia Act, a certificate of merger Merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ the New York Stock MarketExchange and (e) to the extent set forth in the Company Disclosure Letter, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any lien, encumbrance, security interest or other claim (a "Lien") upon any property of the Company or any of its Subsidiaries pursuant to (i) the articles certificate of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries is subject or (iii) any agreement or commitment 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 respective properties is bound or subject, except, in the case of clauses (ii) and (iii) above, for such matters which, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock Market, neither Neither the execution and nor delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated herebyhereby does or will: i. violate, will constitute a violation of, be in conflict with, or constitute a default under, the Certificate of Incorporation, as amended, Bylaws, as amended or create any governing document, of Cxxxx or any Cxxxx Subsidiary; or ii. assuming that all consents, approvals, orders or authorizations contemplated by subsection (b) below have been obtained and all filings described therein have been made, (A) violate any statute or law or any rule, regulation, order, injunction, judgment or decree of any court or Governmental Entity to which Cxxxx, any Cxxxx Subsidiary or any of their assets or properties are subject, which violation has had or would reasonably be expected to have a Material Adverse Effect or (B) except as set forth in Section 3.5(a) of the Cxxxx Disclosure Schedule and except as has not and would not reasonably be expected to have a Material Adverse Effect, result in a violation or breach of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) a default under, or give rise to any right of termination, cancellation, amendment acceleration or acceleration with respect tomodification of, or result in the creation or imposition of any lienLien upon any of the properties or assets owned or operated by Cxxxx or any Cxxxx Subsidiary under, encumbranceor result in being declared void, security interest voidable, or without further binding effect, or otherwise result in a detriment to Cxxxx or any Cxxxx Subsidiary under the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease or other claim (a "Lien") upon any property of the Company agreement, instrument or obligation, to which Cxxxx or any of its Subsidiaries pursuant to (i) the articles of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company or any of its Subsidiaries Cxxxx Subsidiary is a party or by which the Company, it or any of its Subsidiaries assets or properties is bound. (b) Except for the expiration or termination of the applicable waiting period under the HSR Act, any applicable foreign competition Law in Germany and any other applicable foreign competition Laws, and except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, state securities or “Blue Sky” laws or regulations (the “Blue Sky laws”) or any exchange upon which Cxxxx Shares are listed, and except for the filing and recordation of their respective properties a Certificate of Merger as required by the DGCL, there is bound no other consent, approval, order or subjectauthorization of, exceptor filing with, or any permit from, or any notice to, any court or Governmental Entity or Person required to be obtained by Cxxxx or any Cxxxx Subsidiary in connection with the case execution of clauses (ii) this Agreement and (iii) abovethe consummation of the transactions contemplated hereby, for such matters which, individually or in the aggregate, are not failure of which to obtain would reasonably likely be expected to have a Company Material Adverse Effect.

Noncontravention; Consents. Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act and the "blue sky" laws and regulations of various statesAct, (b) certain filings and approvals necessary to comply with the requirements of the Nasdaq Global Select Market with respect to the delisting of the Common Stock, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the "“HSR Act"”), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (cd) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock MarketAct, neither the execution and delivery of this Agreement by the CompanyHDI, nor the consummation by the Company HDI of the transactions contemplated hereby, will constitute a violation of, be in conflict with, require that any notice be given to or consent or approval be obtained from any governmental authority or any other person or entity pursuant to, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any lien, encumbrance, security interest or other adverse claim (a "“Lien"”) upon any property of the Company HDI or any of its Subsidiaries pursuant to (i) the articles of incorporation charter or bylaws of the Company HDI or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company HDI or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company HDI or any of its Subsidiaries is a party or by which the CompanyHDI, any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (ii) and (iii) above, for such matters which, individually or in the aggregate, are have not had and would not reasonably likely be expected to have a Company HDI Material Adverse Effect.

Noncontravention; Consents. Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended (the "HSR Act"), and any other filing required pursuant to any other applicable competition, merger control, antitrust or similar law or regulation (together with the HSR Act, the "Antitrust Laws"), (c) the filing of articles of merger pursuant to the Virginia Act, a certificate of merger pursuant to the Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The NASDAQ Stock Market, neither Neither the execution and delivery of this Agreement or any of the Ancillary Agreements by the CompanyPurchaser, nor the consummation by the Company Purchaser of the transactions contemplated herebyhereby or thereby, will will: (i) violate any Law to which the Purchaser is subject; (ii) conflict with or result in a breach of any provision of the charter or bylaws of the Purchaser; (iii) constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default underbreach, give rise to any right of default, termination, cancellation, amendment cancellation or acceleration with respect to, or result in the creation or imposition of any lienobligation under any contract, encumbrance, security interest or other claim (a "Lien") upon any property of the Company or any of its Subsidiaries pursuant to (i) the articles of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Company Purchaser or any of its Subsidiaries Affiliates is a party or by which the CompanyPurchaser, any of its Subsidiaries Affiliates, or any of their respective assets or properties is are bound or subject, except, except in the case of clauses (iii) and (iii) above, for such matters whichviolations, conflicts and defaults that would not, individually or in the aggregate, are not reasonably likely to have create a Company Purchaser Material Adverse Effect. (b) Except for (i) the filings by the Purchaser and the Seller required under the Hart-Scott-Rodino Act and Antitrust Laws and the expiration or early xxxxxxxxxxx xx xxl waiting periods under the Hart-Scott-Rodino Act (or approvals under Antitrust Laws), and (ii) txx xxxxxxxx xx Xxvernment Contracts as contemplated by Section 7.14, no notices, licenses, Permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities or third parties are required for the consummation by the Purchaser of the transactions contemplated hereby or by the Ancillary Agreements, other than such licenses, Permits, consents, approvals, authorizations, qualifications and orders which, if not obtained or made, would not, individually or in the aggregate, create a Purchaser Material Adverse Effect.