Common use of Noncontravention Clause in Contracts

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Target Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth State of VirginiaWyoming, neither the execution and delivery of this Agreement by the CompanyTarget, nor the consummation by the Company Target of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Target Charter or the Bylaws; (b) require on the part of the Company Target any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target Company or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the CompanyTarget; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Target Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the CompanyTarget; (d) result in the imposition of any Security Interest upon any assets of the CompanyTarget; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyTarget, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyTarget.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginialaws, neither the execution and delivery of this Agreement by Lxxxxx Laser, the Companysale and delivery of Lxxxxx Common Stock, nor and the consummation by the Company Lxxxxx Laser of the transactions contemplated hereby, willwill not: (a) conflict with or violate any provision of the Company Lxxxxx Laser Charter or the Bylaws; (b) require on the part of the Company Lxxxxx Laser any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have any change or effect that is materially adverse to the properties, assets, business, condition (financial or otherwise), prospects or results of operations of Lxxxxx Laser or any Subsidiary, taken as a whole (a “Material Adverse Effect on the CompanyEffect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in its SEC Filings or Section 3.4 of the Company Disclosure LetterSchedule, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the CompanyLxxxxx Laser; (d) result in the imposition of any Security Interest upon any assets of the CompanyLxxxxx Laser; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyLxxxxx Laser, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyLxxxxx Laser.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with with: (a) the applicable requirements of the Securities Act and any Xxxx-Xxxxx-Xxxxxx Act; (b) applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, Environmental Laws; and (c) applicable foreign antitrust or trade regulation laws; neither the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer of the transactions contemplated hereby, will: : (ai) conflict with or violate any provision of the Company Charter charter or the Bylaws; bylaws of Buyer; (bii) require on the part of the Company Buyer any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) except for any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not have reasonably be expected to prevent, or materially impair or delay, the ability of Buyer to consummate the transactions contemplated by this Agreement (a “Buyer Material Adverse Effect on the Company; Effect”); (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of the Company Disclosure LetterIndebtedness or Security Interest to which Buyer is a party or by which Buyer is bound or to which any of its assets are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver which would not reasonably be expected to result in a Buyer Material Adverse Effect; or (iv) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, Buyer or any of its respective properties or assets, except for any violation that would not reasonably be expected to have result in a Buyer Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt the prior approval of the Company Stockholder ApprovalFTC and except as set forth in Schedule 4(b), compliance which scheduled items do not, individually or in the aggregate, constitute or give rise to a Material Adverse Effect with respect to the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaStarfish Companies, neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Authority to which the Acquired Interest or any of the Starfish Companies are subject or any provision of the Company Charter or the Bylaws; (b) require on the part Organizational Documents of the Company any filing with, Acquired Interest or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s Starfish Companies or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice or trigger any rights to payment or other compensation under any agreement, consent contract, lease, license, instrument, or waiver under, other arrangement (x) to which the Acquired Interest or any contract listed in Section 3.4 of the Company Disclosure LetterStarfish Companies are a party or by which they are bound, or (y) to which any Subject Asset (or result in the imposition of any Encumbrance upon any of the Subject Assets), except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent right to payment or waiver that other compensation, or Encumbrance would not reasonably be expected to have a Material Adverse Effect on Effect, or would not materially adversely affect the Company; (d) result in ability of the imposition Seller to consummate the transactions contemplated by this Agreement. Except for the prior approval of the FTC, neither the Acquired Interest nor any of the Starfish Companies need give notice to, make any filing with, or obtain any authorization, consent, or approval of any Security Interest upon Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any assets of the Company; authorization, consent, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which approval would not have a Material Adverse Effect on or would not materially adversely affect the Companyability of the Seller to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt of Assuming (i) the Company Stockholder Approvalfilings required under the Xxxx-Xxxxx-Xxxxxx Act are made and the waiting period thereunder has been terminated or has expired, compliance with (ii) the applicable requirements of the NMS have been met, (iii) the prior notification and reporting requirements of the European Community pursuant to Council Regulation 4064/89, as amended (the "EU Competition Laws"), as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are complied with or made and the waiting period thereunder has been terminated or has expired and the necessary approvals, if any, have been obtained, (iv) the requirements of the Securities Act relating to the S-4 Registration Statement and any applicable state securities laws and the requirements of the Exchange Act relating to the proxy statement required in connection with the Company Special Meeting have been met, (v) the filing of the Articles of Merger and other appropriate merger documents, if any, as required by the Commonwealth of VirginiaColorado Business Corporation Act, neither are made and (vi) the Company Shareholder Approval has been obtained in accordance with the Colorado Business Corporation Act, the execution and delivery of this Agreement by the Company, nor Company and the consummation by the Company of the transactions contemplated hereby, willhereby will not: (aA) violate or conflict with or violate any provision of the Company Charter Company's Articles of Incorporation or the Bylaws; (bB) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (C) require on the part of any filing by the Company or any filing of its Subsidiaries with, or the obtaining by the Company or any of its Subsidiaries of any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made giving of any notice by the Target Company or the Merger Subany of its Subsidiaries to, and any governmental or regulatory body, agency or authority; or (iiiD) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a violation or breach of, conflict with or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the acceleration of, create in creation of any party Security Interest upon any of the right to accelerate, terminate, modify properties or cancelassets of the Company or any of its Subsidiaries under, or require give rise to any noticeobligation, consent right of termination, cancellation, acceleration or waiver increase of any obligation or a loss of a material benefit under, any contract listed in Section 3.4 of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which the Company Disclosure Letteror any of its Subsidiaries is a party, or by which any such Person or any of its properties or assets are bound (other than the actions taken with respect to the Company Stock Options and the Warrants pursuant to Section 5.17), except for any conflictin all such cases where the violation, breach, default, acceleration, right default or failure to accelerate, termination, modification, cancellation, notice, consent or waiver that file would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in Company or would not impair or materially delay the imposition of any Security Interest upon any assets ability of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable Company to consummate the Company, any of its properties or assets, Merger and the other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companytransactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval(a) The execution, compliance with the applicable requirements of the Securities Act delivery and any applicable state securities laws and the filing of the Articles of Merger as required performance by the Commonwealth of Virginia, neither the execution and delivery Diversa of this Agreement by the Company, nor and each other Transaction Document and the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require hereby and thereby on the its part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than do not and will not (i) those required solely by reason violate the certificate of the Target’s incorporation or the Merger Sub’s participation in the transactions contemplated herebybylaws of Diversa, (ii) those required assuming compliance with the matters referred to be made by the Target in Section 4.03, violate any applicable law, rule or the Merger Subregulation or judgment, and injunction, order or decree, (iii) require any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach ofother action by any Person under, constitute (with or without due notice or lapse of time or both) a default underunder or give rise to any right of termination, result in the cancellation or acceleration of, create in of any party the right or obligation or to accelerate, terminate, modify a loss of any benefit to which Diversa or cancel, any of its Affiliates is entitled under any provision of any agreement or require other instrument binding upon Diversa or any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letterits Affiliates, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that such as would not reasonably be expected to have a Diversa Material Adverse Effect on the Company; or (div) result in the creation or imposition of any Security Interest upon Lien on any assets asset of Diversa, except for Permitted Liens. (b) Without limiting the generality of Section 4.04(a)(ii), and assuming the accuracy of the Company; Syngenta Parties’ acknowledgments, representations and warranties set forth in Section 3.13, the offering, issuance and sale of the Shares, the Warrant and the Warrant Shares hereunder is not, and at the time of issuance of such Shares, Warrant and Warrant Shares will not be, in violation, breach or (e) violate contravention of the 1933 Act or, subject to obtaining any order, writ, injunction, decree, statute, rule or regulation applicable to required approval by Diversa’s stockholders under the CompanyNasdaq Rules, any of Nasdaq Rule. (c) There is no agreement or other instrument binding upon Diversa or its properties Affiliates which (or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on reasonably be expected to) conflict with, impair, restrict or diminish Diversa’s ability to afford to SPARTAG the Companyrights and benefits contemplated by the Collaboration Agreement or to otherwise perform under, and consummate the transactions contemplated by, the Collaboration Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the (a) The execution and delivery of this Agreement and the Ancillary Agreements by Purchaser, and the Company, nor performance by Purchaser of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby, willhereby and thereby do not and will not: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, or result in a breach of, constitute violation of or default under (with or without due notice or notice, lapse of time time, or both), the memorandum or articles of association or incorporation, bylaws, or equivalent constitutional or authorizing documents of Purchaser, or (ii) a default under, result in the acceleration ofcreation or imposition of any Encumbrance upon the assets and properties owned by Purchaser; in each case, create other than any such conflicts, violations, defaults or Encumbrances that, individually or in any party the right to accelerateaggregate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that have not had and would not reasonably be expected to have a Material Adverse Effect material adverse effect on Purchaser’s ability to consummate the Company; transactions under this Agreement or any of the Ancillary Agreements and perform all of the obligations, covenants and agreements set forth herein or therein. (db) result Except as set forth in Section 5.3(b) of the Purchaser’s Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained by Purchaser in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby, except for any such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the imposition of aggregate, have not had and would not reasonably be expected to have a material adverse effect on Purchaser’s ability to consummate the transactions under this Agreement or any Security Interest upon any assets of the Company; Ancillary Agreements and perform all of the obligations, covenants and agreements set forth herein or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companytherein.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery by Purchaser of this Agreement by the CompanyAgreement, nor the consummation by the Company Purchaser of any of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the BylawsOrganizational Documents of Purchaser; (b) require on the part of the Company Purchaser any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental EntityAuthority, other than except for (i) those to the extent applicable, the filing by Purchaser or its Affiliates of such reports and information with the SEC under the Exchange Act as may be required solely by reason of in connection with this Agreement and the Target’s or the Merger Sub’s participation in the other transactions contemplated hereby, by this Agreement; and (ii) those required to be made by the Target or the Merger Subany registration, and (iii) any declaration, filing, permit, order, authorization, consent or approval which that if not made or obtained would not reasonably be expected to have a material adverse effect on Purchaser’s ability to execute and deliver this Agreement or consummate the Closing or the other transactions contemplated hereby (a “Purchaser Material Adverse Effect on the CompanyEffect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letteror agreement to which Purchaser is a party or by which Purchaser is bound, except for (i) any conflict, breach, default, acceleration, acceleration or right to accelerate, termination, modification, cancellation, terminate or modify that would not reasonably be expected to result in a Purchaser Material Adverse Effect or (ii) any notice, consent or waiver the failure of which to make or obtain would not reasonably be expected to result in a Purchaser Material Adverse Effect; (d) violate any Legal Requirement applicable to Purchaser or any of its properties or assets, except for any violation that would not reasonably be expected to have a Purchaser Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the CompanyEffect; or (e) violate any order, writ, injunction, decree, statute, rule render Purchaser insolvent or regulation applicable unable to the Company, any of pay its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companydebts as they become due.

Noncontravention. Subject to receipt of the Company Stockholder Approval, CCA compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginialaws, neither the execution and delivery of this Agreement by the CompanyCCA, nor the consummation by the Company CCA of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company CCA Charter or the BylawsOperating Agreement; (b) require on the part of the Company CCA any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger SubCCA’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger SubCCA, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the CompanyCCA; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 2.4 of the Company CCA Disclosure LetterSchedule, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the CompanyCCA; (d) result in the imposition of any Security Interest upon any assets of the CompanyCCA; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyCCA, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyCCA.

Noncontravention. Subject to receipt of the Company Stockholder Approval, (i) compliance with the applicable ---------------- requirements of the Securities Act and any applicable state securities laws and the Xxxx-Xxxxx-Xxxxxx Act and (ii) the filing of the Articles Agreement of Merger as required by the Commonwealth of Virginia, Delaware General Corporation Law: (a) neither the execution and delivery of this Agreement by the CompanyCornerstone, nor the consummation by the Company Cornerstone of the transactions contemplated hereby, will: will (ai) conflict with or violate any provision of the Company Charter Certificate of Incorporation or the Bylaws; By-laws of Cornerstone, (bii) require on the part of the Company Cornerstone any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, agreement or instrument to which Cornerstone or any Cornerstone Subsidiary is a party or by which it is bound or to which any of the Company Disclosure Letterits respective assets or properties is subject, except for to the extent any such conflict, breach, default, acceleration, right to accelerate, termination, modification, modification or cancellation, or the failure to give or obtain any such notice, consent or waiver that waiver, would not reasonably be expected to have a Cornerstone Material Adverse Effect on the Company; Effect, (div) result in the imposition of any Security Interest Encumbrance upon any assets or properties of Cornerstone or any Cornerstone Subsidiary or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cornerstone or any Cornerstone Subsidiary or any of their respective assets or properties; (b) neither the execution and delivery of this Agreement by NewCo, nor the consummation by NewCo of the Company; transactions contemplated hereby, will (i) conflict with or violate any provision of the Certificate of Incorporation or By-laws of NewCo, (ii) require on the part of NewCo any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, agreement or instrument to which NewCo is a party or by which it is bound or to which any of its assets or properties is subject, (iv) result in the imposition of any Encumbrance upon any assets or properties of NewCo or (ev) violate any order, writ, injunction, decree, statute, rule or regulation applicable to NewCo or any of its assets or properties; and (c) neither the execution and delivery of this Agreement by the Transitory Subsidiary, nor the consummation by the Transitory Subsidiary of the transactions contemplated hereby, will (i) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Transitory Subsidiary, (ii) require on the part of the Transitory Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, agreement or instrument to which the Transitory Subsidiary is a party or by which it is bound or to which any of its assets or properties is subject, (iv) result in the imposition of any Encumbrance upon any assets or properties of the Transitory Subsidiary or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Transitory Subsidiary or any of its properties assets or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companyproperties.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaFlorida Act and the South Carolina Act, neither the execution and delivery by the Purchaser or the Acquisition Subsidiary, as the case may be, of this Agreement by or the CompanyTransaction Documents, nor the consummation by the Company Purchaser or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter organizational documents or bylaws of the Purchaser or the Bylaws; operating agreement of the Acquisition Subsidiary, as the case may be, (b) require on the part of the Company Purchaser or the Acquisition Subsidiary, as the case may be, any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which the Purchaser or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of the Company Disclosure Lettertheir assets are subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that cancellation which would not reasonably be expected to have a Purchaser Material Adverse Effect on (as defined below) and would not reasonably be expected to adversely affect the Company; consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Purchaser Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company; Purchaser or the Acquisition Subsidiary except as set forth on Schedule 4.3 in connection with the Seventh Amendment to the Loan and Security Agreement dated November __, 2019, between the Purchaser and ACF or (e) violate any order, writ, injunction, decree, statute, rule or regulation Laws applicable to the Company, Purchaser or the Acquisition Subsidiary or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a . “Purchaser Material Adverse Effect Effect” means a material adverse effect on the Companyassets, business, financial condition, or results of operations of the Purchaser.

Noncontravention. Subject to receipt of the Company ProGames Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth State of VirginiaDelaware, neither the execution and delivery of this Agreement by the CompanyProGames, nor the consummation by the Company ProGames of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company ProGames Charter or the Bylaws; (b) require on the part of the Company ProGames any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the TargetWinning Edge’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target Winning Edge or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the CompanyProGames; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company ProGames Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the CompanyProGames; (d) result in the imposition of any Security Interest upon any assets of the CompanyProGames; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyProGames, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyProGames.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery by the Seller of this Agreement by or the CompanyAncillary Agreements to which the Seller will be a party, nor the consummation by the Company Seller of the transactions contemplated herebyhereby or thereby, will: : (a) conflict with or violate any provision of the Company Charter charter or bylaws of the Bylaws; Seller; (b) require on the part of the Company Seller any filing with, or any permit, authorization, consent or approval of, any third party or Governmental Entity, other than except for (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, Requisite Seller Stockholder Approval and (ii) those required to be made by the Target or consents set forth in Sections 2.9(b) and 2.11(c) of the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; Disclosure Schedule; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage, instrument of indebtedness or Security Interest to which the Company Disclosure LetterSeller is a party or by which the Seller is bound or to which its assets are subject, except for (i) the consents required under the Designated Contracts set forth in Section 2.11(c) of the Disclosure Schedule, (ii) any conflict, breach, default, acceleration, acceleration or right to accelerateterminate or modify in any contract, terminationlease, modificationsublease, cancellationlicense, noticesublicense, consent franchise, permit, indenture, agreement or waiver mortgage, instrument of indebtedness or Security Interest (other than the Designated Contracts) that would not reasonably be expected to have result in a Business Material Adverse Effect on or (iii) any notice, consent or waiver (other than the Companyconsents required under the Designated Contracts set forth in Section 2.11(c) of the Disclosure Schedule) the absence of which would not reasonably be expected to result in a Business Material Adverse Effect; or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any (i) judgment, order, writ, stipulation, injunction, decree, decree or (ii) statute, rule or regulation applicable to the Company, Seller or any of its properties or assets, other than such conflictsexcept, violationsin the case of clause (ii) above, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which for any violation that would not have reasonably be expected to result in a Business Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Body to which AAC is subject or any provision of the Company Charter certificate of incorporation or the Bylaws; (b) require on the part bylaws of the Company any filing with, AAC or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under Contract, consent or waiver under, other arrangement to which AAC is a party or by which it is bound or to which any contract listed in Section 3.4 of the Company Disclosure Letterits assets is subject, except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent cancellation or waiver that would not reasonably be expected failure to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which give notice would not have a Material Adverse Effect or a material adverse effect on the Companyability of the Parties to consummate the transactions contemplated by this Agreement. Other than in connection with the provisions of the Hart-Scott-Rodino Act, the Delaware General Corporation Law, the Sexxxxxxxx Xxxxxxxx Act, the Securities Act, and the state securities laws, AAC is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Body in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. Neither AAC nor any Affiliate or Subsidiary thereof is a "telecommunications carrier" as defined in Section 3(44) of the Communications Act of 1934, as amended, or a "foreign carrier" or any affiliate thereof as defined in Section 63.18(h) of the rules of the Federal Communications Commission.

Noncontravention. Subject (a) Except as set forth on Section 3.2 of the Company Disclosure Letter and for the filings pursuant to Section 6.7, the receipt of the Company Stockholder Approval, compliance with the applicable requirements filing and recordation of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth DGCL and subject to the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of Virginiawaiting periods after filings and other actions contemplated by Section 6.7 and any other notifications to be provided in the Ordinary Course of Business, neither the execution execution, delivery and delivery performance of this Agreement by the CompanyAcquired Companies and the consummation by the Acquired Companies of the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party do not (i) conflict with or result in any breach of any of the terms, nor conditions or provisions of, (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) result in a violation of, (iv) give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any right or obligation under or (v) result in the creation of any Lien upon the Company Shares or any other Equity Interests of the Acquired Companies under, in the case of each of clauses (i) through (v), any (A) Material Contract, (B) Governing Document, or (C) Law or Order to which the Acquired Companies are bound or subject, with respect to the foregoing clause (A), clause (B) or clause (C), except as (x) would not have a Material Adverse Effect or (y) prevent, materially impair or materially delay the consummation of the Transactions. (b) Except as set forth on Section 3.2 of the Company Disclosure Letter, the filings pursuant to Section 6.7, the filing and recordation of the Certificate of Merger as required by the DGCL and for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws (“Blue Sky Laws”) and state takeover laws and the pre-merger notification requirements of the HSR Act, the consummation by the Company of the transactions contemplated hereby, will: by this Agreement and the Ancillary Agreements to which it is a party do not (a) conflict with or violate any provision of the Company Charter or the Bylaws; (bi) require on the part of the Company any approval from, or (ii) require any filing with, or any permit, authorization, consent or approval of, any Governmental EntityEntity under or pursuant to any Law or Order to which any Acquired Company is bound or subject in each case, other than except as would not (iA) those required solely by reason be material to the Acquired Companies or (B) prevent, materially impair or materially delay the consummation of the Target’s or the Merger Sub’s participation Transactions. (c) The Acquired Companies are not in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) violation of any filing, permit, authorization, consent or approval which if not made or obtained of their respective Governing Documents except as would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery by Purchaser and Merger Sub of this Agreement by the CompanyAgreement, nor the consummation by the Company Purchaser or Merger Sub of any of the transactions contemplated hereby, will: (a) conflict a)conflict with or violate any provision of the Company Charter articles of incorporation or bylaws of Purchaser or the Bylawsarticles of incorporation or bylaws of Merger Sub; (b) require b)require on the part of the Company Purchaser or Merger Sub any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental EntityAuthority, other than except for (i) those to the extent applicable, the filing by Purchaser of such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, as may be required solely by reason of the Target’s or in connection with this Agreement, the Merger Sub’s participation in and the other transactions contemplated herebyby this Agreement, and (ii) those required to be made by the Target or the Merger Subany registration, and (iii) any declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would 27 Confidential Treatment Requested not reasonably be expected to have a material adverse effect on Purchaser’s or Merger Sub’s ability to consummate the Merger or any of the other transactions contemplated hereby (a “Purchaser Material Adverse Effect on the CompanyEffect”); (c) conflict c)conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letteror agreement to which Purchaser or Merger Sub is a party or by which Purchaser or Merger Sub is bound, except for (i) any conflict, breach, default, acceleration, acceleration or right to accelerate, termination, modification, cancellation, terminate or modify that would not reasonably be expected to result in a Purchaser Material Adverse Effect or (ii) any notice, consent or waiver the failure of which to make or obtain would not reasonably be expected to result in a Purchaser Material Adverse Effect; (d)violate any order, writ, injunction or decree applicable to Purchaser or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to have a Purchaser Material Adverse Effect on the CompanyEffect; (d) result in the imposition of e)violate any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Purchaser or Merger Sub or any of its their respective properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which except for any violation that would not have reasonably be expected to result in a Purchaser Material Adverse Effect on the Company.Effect; or (f)render Purchaser insolvent or unable to pay its debts as they become due. 4.4

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws laws, the Exchange Act and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDelaware General Corporation Law, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement by or (in the Companycase of the Buyer) the Escrow Agreement, nor the consummation by the Company Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter charter or By-laws of the Buyer or the Bylaws; Transitory Subsidiary, (b) require on the part of the Company Buyer or the Transitory Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which the Buyer or the Transitory Subsidiary is a party or by which either is bound or to which any of the Company Disclosure Lettertheir assets are subject, except for (i) the consent required under the Underwriting Agreement, dated as of July 13, 2000, among the Buyer, Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, Xxxx Xxxxxxxx Incorporated, FleetBoston Xxxxxxxxx Xxxxxxxx Inc. and DLJdirect Inc., as representatives of the several Underwriters defined therein and listed in Schedule I therein, (ii) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, modification or cancellation which would not adversely affect the consummation of the transactions contemplated hereby or (iii) any notice, consent or waiver that the absence of which would not reasonably be expected to have a Material Adverse Effect on adversely affect the Company; consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Buyer or the Transitory Subsidiary or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by or the Companyother Transaction Documents to which the Purchaser is a party, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than will (i) those required solely by reason violate any statute, regulation or rule of any Authority to which the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, Purchaser is subject (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval except for violations which if not made or obtained would not have a Material Adverse Effect on or prevent or materially delay the Company; consummation of the transactions contemplated hereby), (cii) violate any injunction, judgment, order, decree or ruling of any Authority to which the Purchaser is subject or any provision of its Charter or bylaws or other organizational document, as the case may be, or (iii) except as set forth in Section 4(c) of the Disclosure Schedule conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any noticenotice under any agreement, contract, lease, license or instrument to which the Purchaser is a party or by it is bound or to which any of its assets is subject. Except as disclosed in Section 4(c) of the Disclosure Schedule, the Purchaser is not required give any notice to, make any filing with, or obtain any authorization, consent or waiver underapproval of any Authority in order for it to consummate the transactions contemplated by this Agreement or the other Transaction Documents to which it is a party. Notwithstanding the foregoing, in order to purchase the Shares herein, the Purchaser and the Sellers must comply with the applicable waiting period subsequent to the filing of their respective Hart-Scott-Rodino Pre-merger Xxxxxxxxxxxx Xxxxs. With respect to any contract such disclosures listed in Section 3.4 4(c) of the Company Disclosure LetterSchedule, except for any conflictthe Purchaser shall, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable prior to the CompanyClosing Date, any of its properties perform all acts necessary to consummate the transactions contemplated by this Agreement or assets, the other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred Transaction Documents to in clauses (a) through (e) (inclusive) hereof which would not have Purchaser is a Material Adverse Effect on the Companyparty.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with (a) Except for the applicable requirements of the Securities HSR Act and any applicable state securities laws and (including the filing of the Articles of Merger as required by the Commonwealth of VirginiaHSR Filing), neither the execution and delivery of this Agreement by the Company, or any Seller Ancillary Agreement nor the consummation by the Company such Seller of the transactions contemplated herebyhereby or thereby, nor compliance by such Seller with any of the provisions hereof or thereof, will: (ai) in the case that Seller is not a natural Person, conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 provisions of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the CompanyOrganizational Documents of such Seller; (dii) violate any Law or Order applicable to such Seller or by which any properties or assets owned or used by such Seller are bound; (iii) result in the imposition a breach of any Security Interest upon Contract to which such Seller is a party or by which any of such Seller’s assets or properties are bound; except in each case to the extent that any such conflict, breach or violation would not materially delay or impair the ability of such Seller to consummate the Companytransactions contemplated by this Agreement; or (eiv) violate constitute a breach of, violate, conflict with or give rise to or create any orderright or obligation under any trust agreement of any of the J. Nook 1982 Trust, writJ. Xxxx 2012 Trust, injunctionM. Nook 2012 Trust (FBO J. Xxxx), decreeM. Xxxx 2012 Trust (FBO K. Xxxxxxxx), statuteM. Xxxx 2012 Trust (FBO M. Xxxx). (b) Except for the applicable requirements of the HSR Act (including the HSR Filing), rule no consent, approval, authorization or regulation applicable to the Companypermit of, or filing with or notification to, any Governmental Authority is required to be obtained or made by such Seller in connection with: (i) the execution, delivery and performance by such Seller of its properties this Agreement or assets, other than any Seller Ancillary Agreement; or (ii) the compliance by such conflicts, violations, defaults, breaches, cancellations Seller with any of the provisions hereof or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on thereof or the Companyconsummation by such Seller of the transactions contemplated hereby or thereby.

Noncontravention. Subject to receipt of the Company Stockholder Apex Holdings Shareholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth State of VirginiaNevada, neither the execution and delivery of this Agreement by the CompanyApex Holdings, nor the consummation by the Company Apex Holdings of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Apex Holdings Charter or the Bylaws; (b) require on the part of the Company Apex Holdings any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger SubApex Holdings’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger SubApex Holdings, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the CompanyApex Holdings; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 2.4 of the Company Apex Holdings Disclosure LetterSchedule, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the CompanyApex Holdings; (d) result in the imposition of any Security Interest upon any assets of the CompanyApex Holdings; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyApex Holdings, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyApex Holdings.

Noncontravention. Subject to the receipt of the Company Stockholder Approval, compliance with the applicable requirements timely mailing of the Securities Act and any applicable state securities laws notice of dissenters’ rights to the Company’s stockholders, if any, and the filing of the Articles Certificates of Merger as required by the Commonwealth of VirginiaDGCL and MBCA, neither the execution and delivery by a Company of this Agreement by the CompanyAgreement, nor the consummation by the a Company of the transactions contemplated hereby, will: will (a) conflict with or violate any provision of the Company Charter certificate of incorporation or the Bylaws; bylaws of such Company, as amended to date, (b) require on the part of the such Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebyexcept for such permits, (ii) those required authorizations, consents and approvals for which such Company is obligated to be made by the Target or the Merger Subuse its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) except as required by Schedule 2.4, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which such Company is a party or by which such Company is bound or to which any of the Company Disclosure Lettertheir assets is subject, except for (i) any conflict, breach, default, acceleration, right termination, modification or cancellation in any contract or instrument set forth in Schedule 2.13 of the Disclosure Schedule, for which such Company is obligated to accelerateuse its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification, cancellation, modification or cancellation which would not have a Company Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (iii) any notice, consent or waiver that the absence of which would not reasonably be expected to have a Company Material Adverse Effect on and would not adversely affect the Company; consummation of the transactions contemplated hereby, (d) except as disclosed on Schedule 2.4, result in the imposition of any Security Interest (as defined below) upon any assets of the Company; such Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, such Company or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of any Company and not material to such conflictsCompany; and “Ordinary Course of Business” means the ordinary course of any Company’s business, violations, defaults, breaches, cancellations or accelerations referred consistent with past custom and practice (including with respect to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companyfrequency and amount).

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable ---------------- requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaXxxx-Xxxxx-Xxxxxx Act, neither the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer of the transactions contemplated hereby, will: : (a) conflict with or violate any provision of the Company Charter charter or the Bylaws; bylaws of Buyer; (b) require on the part of the Company Buyer any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Companyassets, business, financial condition or results of operations of Buyer or on the ability of Buyer to consummate the transactions contemplated by this Agreement, including without limitation paying to Seller when due the portion of the Purchase Price evidenced by the Mortgage Loan Documents (a "Buyer Material -------------- Adverse Effect"); -------------- (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of the Company Disclosure Letterindebtedness, except for Security Interest or other arrangement to which Buyer is a party or by which Buyer is bound or to which any of its assets are subject, other than any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that which would not reasonably be expected to have a Buyer Material Adverse Effect on the CompanyEffect; or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Buyer or any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof any violation which would not reasonably be expected to have a Buyer Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaNevada Act, neither the execution and delivery by the Parent or MergerCo, as the case may be, of this Agreement by or the CompanyTransaction Documents, nor the consummation by the Company Parent or MergerCo, as the case may be, of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter organizational documents or bylaws of the Bylaws; Parent or MergerCo, as the case may be, (b) require on the part of the Company Parent or MergerCo, as the case may be, any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than required notification to the Financial Industry Regulatory Authority (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby“FINRA”), (ii) those required to be made by the Target or the Merger Subfor which Parent and MergerCo are responsible and which Parent and MergerCo will provide when necessary, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which the Parent or MergerCo, as the case may be, is a party or by which either is bound or to which any of the Company Disclosure Lettertheir assets are subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that cancellation which would not reasonably be expected to have a Parent Material Adverse Effect on and would not reasonably be expected to adversely affect the Company; consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company; Parent or MergerCo or (e) violate any order, writ, injunction, decree, statute, rule or regulation Laws applicable to the Company, Parent or MergerCo or any of its their properties or assets. For purposes of this Agreement, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a “Parent Material Adverse Effect Effect” means a material adverse effect on the Companyassets, business, condition (financial or otherwise), or results of operations of the Parent and its subsidiaries, taken as a whole.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of ---------------- Merger as required by the Commonwealth of VirginiaDelaware General Corporation Law, neither the execution and delivery by Adsmart of this Agreement by the CompanyAgreement, nor the consummation by the Company Adsmart of the transactions contemplated hereby, will: will (a) conflict with or violate any provision of the Company Charter Restated Certificate of Incorporation or Amended and Restated By-laws of Adsmart or the Bylaws; charter, By-laws or other organizational document of any Subsidiary (as defined below), (b) require on the part of the Company Adsmart or any Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which Adsmart or any Subsidiary is a party or by which Adsmart or any Subsidiary is bound or to which any of the Company Disclosure Lettertheir assets is subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, modification or cancellation which would not have an Adsmart Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver that the absence of which would not reasonably be expected to have a an Adsmart Material Adverse Effect on and would not adversely affect the Company; consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company; Adsmart or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyAdsmart, any Subsidiary or any of its their properties or assets. For purposes of this Agreement: "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than such conflicts(i) mechanic's, violationsmaterialmen's, defaultsand similar liens, breaches(ii) liens arising under worker's compensation, cancellations or accelerations referred unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in clauses each case arising in the Ordinary Course of Business (aas defined below) through (e) (inclusive) hereof which would of Adsmart and not have a Material Adverse Effect on material to Adsmart; and "Ordinary Course of Business" means the Companyordinary course of Adsmart's business, consistent with past custom and practice.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaXxxx-Xxxxx-Xxxxxx Act, neither the execution and delivery by Buyer of this Agreement by the Companyor any other Transaction Document to which Buyer is a party, nor the consummation by the Company Buyer of the transactions contemplated herebyhereby or thereby, will: : (a) conflict with or violate any provision of the Company Charter or the Bylaws; organizational documents of Xxxxx; (b) require on the part of the Company Buyer any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) except for any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not have reasonably be expected to prevent, or materially impair or delay, the ability of Buyer to consummate the Transactions or perform its obligations hereunder (a “Buyer Material Adverse Effect on the Company; Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of the Company Disclosure Letterindebtedness or Security Interest to which Buyer is a party or by which Buyer is bound or to which any of its assets are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have result in a Buyer Material Adverse Effect on the CompanyEffect; or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunctioninjunction or decree specifically naming, decree, or statute, rule or regulation applicable to the Companyto, Buyer or any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which except for any violation that would not have reasonably be expected to result in a Buyer Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Requisite Stockholders Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth State of VirginiaDelaware, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the TargetBuyer’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target Buyer or the Merger Sub, Sub and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterSchedule, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the Company---------------- Agreement, nor the consummation by the Company of the transactions contemplated herebyby this Agreement, will: will (ai) conflict with violate any valid constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the Company Charter charter or the Bylaws; (b) require on the part bylaws of the Company any filing with, Seller or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver under, other arrangement to which the Seller is a party or by which it is bound or to which any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent its assets is subject (or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which Security Interest would not have a Material Adverse Effect material adverse effect on the Companyfinancial condition of the Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. To the Knowledge of the Seller, and other than in connection with those required notices, consents and approvals relating to the Seller as described in the Disclosure Schedule (the "Required Consents of Seller"), Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition of the Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Act and any applicable state securities laws Antitrust Laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaFDI Laws, neither the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer of the transactions contemplated hereby, will: : (a) conflict with or violate any provision of the Company Charter charter, bylaws or the Bylaws; other organizational documents of Buyer; (b) require on the part of the Company Buyer any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) except for any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not have reasonably be expected to prevent, or materially impair or delay, the ability of Buyer to consummate the transactions contemplated by this Agreement (a “Buyer Material Adverse Effect on the Company; Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of the Company Disclosure Letterindebtedness or Security Interest (other than a Permitted Lien) to which Buyer is a party or by which Buyer is bound or to which any of its assets are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver which would not reasonably be expected to result in a Buyer Material Adverse Effect; or (d) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, Buyer or any of its properties or assets, except for any violation that would not reasonably be expected to have result in a Buyer Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDelaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement by or the CompanyTransaction Documentation to which it is a party, nor the consummation by the Company Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter organizational documents or bylaws of the Parent or the Bylaws; Acquisition Subsidiary, as the case may be, (b) require on the part of the Company Parent or the Acquisition Subsidiary, as the case may be, any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Target’s Merger Shares, which will be completed by Parent following the Effective Time, or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required filing of such permits, authorizations, consents and approvals as to be made by which the Target failure to obtain or make the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained same would not reasonably be expected to have a Parent Material Adverse Effect on the Company; Effect, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of the Company Disclosure Lettertheir assets are subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that cancellation which would not reasonably be expected to have a Parent Material Adverse Effect on and would not reasonably be expected to adversely affect the Company; consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company; Parent or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.Acquisition Subsidiary or

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Act and any applicable state securities laws Antitrust Laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaFDI Laws, neither the execution and delivery of this Agreement by the CompanyXxxxx, nor the consummation by the Company Buyer of the transactions contemplated hereby, will: : (a) conflict with or violate any provision of the Company Charter charter, bylaws or the Bylaws; other organizational documents of Buyer; (b) require on the part of the Company Buyer any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason except for the Certificate of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not have reasonably be expected to prevent, or materially impair or delay, the ability of Buyer to consummate the transactions contemplated by this Agreement (a “Buyer Material Adverse Effect on the Company; Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of the Company Disclosure Letterindebtedness or Security Interest (other than a Permitted Lien) to which Buyer is a party or by which Buyer is bound or to which any of its assets are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver which would not reasonably be expected to result in a Buyer Material Adverse Effect; or (d) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, Buyer or any of its properties or assets, except for any violation that would not reasonably be expected to have result in a Buyer Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or Effect. (e) violate any orderSection 3.3 of the Original Agreement, writ, injunction, decree, statute, rule or regulation applicable with respect to the Companyexecution, any delivery and performance of its properties or assetsthe Original Agreement, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companyis incorporated herein mutatis mutandis.

Noncontravention. Subject to receipt of the Company Stockholder Approval, (a) Assuming compliance with the applicable requirements matters referenced in clauses (i) through (v) of the Securities Act Section 4.3(b) and receipt of any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginiaapprovals in connection therewith, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will: Merger will (ai) conflict with or violate any provision of the Company Charter certificate of incorporation or the Bylaws; by-laws (bor equivalent organization and governing documents) require on the part of the Company any filing with, Parent or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required violate any Law applicable to be made by the Target Parent or Merger Sub on the Merger Subdate hereof, and (iii) any filing, permit, authorization, consent with or approval which if not made without the giving of notice or obtained would not have a Material Adverse Effect on the Company; (c) conflict withlapse of time or both, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the termination of or a right to accelerate, terminate, modify of termination or cancelcancellation under, or require accelerate the performance of any notice, consent or waiver underobligation required by, any contract listed Contract to which the Parent or Merger Sub is a party or (iv) result in Section 3.4 the creation of any Lien (other than a Permitted Lien) upon any properties, rights or assets of the Company Disclosure LetterParent or Merger Sub, except for in the case of the immediately preceding clauses (ii), (iii) and (iv), to the extent that any conflictsuch violation, breach, default, acceleration, right to accelerate, termination, modificationtermination or cancellation right creation, cancellation, notice, consent acceleration or waiver that Lien creation would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect on Effect. (b) The execution and delivery of this Agreement by each of the Company; Parent and Merger Sub does not, and the consummation of the Merger will not, require any Order, Permit of, or filing with or notification to, any Governmental Entity, except for (di) result compliance with applicable foreign, provincial and state securities or blue sky Laws, the Advisers Act, the Securities Act and the Exchange Act (including the filing with the SEC of any required Proxy Statement and any required mailing or other dissemination thereof), (ii) compliance with the rules and regulations of the NYSE, including any applications for any delisting of the Common Stock with the NYSE, the CFTC, FINRA, the securities or insurance commission (or other similar body) of any foreign government, province or state or any other self-regulatory body, (iii) compliance with the HSR Act and any applicable foreign antitrust Laws, (iv) the filing and recording of appropriate merger or other documents as required by the DGCL (including the Certificate of Merger with the Secretary of State of the State of Delaware), (v) the Orders, Permits, filings and notifications set forth in the imposition disclosure schedule delivered by the Parent to the Company immediately prior to the execution of any Security Interest upon any assets this Agreement and (vi) such Orders, Permits, filings and notifications which, if not obtained or made, would not prevent or materially delay the consummation of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyMerger.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaFlorida Act, neither the execution and delivery by the Purchaser or the Acquisition Subsidiary, as the case may be, of this Agreement by or the CompanyTransaction Documents, nor the consummation by the Company Purchaser or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter organizational documents or bylaws of the Purchaser or the Bylaws; organizational documents or bylaws of the Acquisition Subsidiary, as the case may be, (b) require on the part of the Company Purchaser or the Acquisition Subsidiary, as the case may be, any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which the Purchaser or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of the Company Disclosure Lettertheir assets are subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that cancellation which would not reasonably be expected to have a Purchaser Material Adverse Effect on (as defined below) and would not reasonably be expected to adversely affect the Company; consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Purchaser Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company; Purchaser or the Acquisition Subsidiary except as set forth on Schedule 4.3, or (e) violate any order, writ, injunction, decree, statute, rule or regulation Laws applicable to the Company, Purchaser or the Acquisition Subsidiary or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a . “Purchaser Material Adverse Effect Effect” means a material adverse effect on the Companyassets, business, financial condition, or results of operations of the Purchaser or its subsidiaries.

Noncontravention. Subject to Assuming the making of all filings and notifications as may be required or advisable in connection with the transactions described herein under the -18- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 as amended (the “HSR Act”) and any non-U.S. antitrust, merger control or competition laws (collectively with HSR Act, the “Antitrust Laws”) and the receipt of the Company Stockholder Approvalall clearances, compliance approvals, authorizations, consents and waiting period expirations or terminations as may be required or advisable in connection with the applicable requirements of transactions described herein under the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaAntitrust Laws, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of this Agreement and the transactions contemplated herebyTransaction Documents to which it is (or will be a party) does not (and will not), will: and the performance of its obligations hereunder and thereunder and the consummation of the Transactions will not, (ai) result in the creation of any Encumbrance, other than Permitted Encumbrances, on any of the properties, rights or assets of the Company or any of its Subsidiaries (including the Facilities) or any of the shares of Capital Stock, (ii) contravene, conflict with, or result in any violation of or default under (with or violate without notice or lapse of time, or both), or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, or require any consent, approval or waiver from or notice to any Person pursuant to, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss (including any incremental loss) of any benefit or right under, (A) any provision of the Company Charter or the Bylaws; Organizational Documents, (bB) require on the part any Material Contract of the Company or any filing withof its Subsidiaries or any Lease, (C) any Applicable Law, or (D) any permitAuthorization except with respect to clauses (B), authorization, consent or approval of(C) and (D) only, any Governmental Entitysuch contravention, other than (i) those required solely by reason of the Target’s conflict, violation or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained breach that would not have a Material Adverse Effect on the Company; Effect, or (ciii) conflict with, result in a breach of, constitute (with give any Governmental Entity or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party other Person the right to accelerate, terminate, modify challenge any of the Transactions or cancel, to exercise any remedy or require obtain any notice, consent or waiver relief under, any contract listed in Section 3.4 of Applicable Law or any Order to which the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties Subsidiaries or any of the assets, rights or properties owned or used by the Company or any of its Subsidiaries, is subject. Following the Closing, the Company will be permitted to exercise all of its rights under the Material Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company or such conflicts, violations, defaults, breaches, cancellations Subsidiary would otherwise have been required to pay pursuant to the terms of such Material Contracts had the Merger or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would other Transactions not have a Material Adverse Effect on the Companyoccurred.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither (a) Neither the execution and delivery of this Agreement or the Ancillary Agreements by the Companyeach Seller, nor the consummation by the Company each Seller of the transactions contemplated herebyhereby or thereby, will: , directly or indirectly (awith or without notice or lapse of time), (i) conflict with or violate any provision of the Company Charter charter or By-laws or similar organizational documents of either Seller or any resolution adopted by the board of directors or the Bylaws; stockholders of either Seller, (bii) require on the part of the Company either Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than except for (iA) those required solely by reason applicable requirements, if any, of the Target’s or the Merger Sub’s participation in the transactions contemplated herebySecurities Act of 1933, (ii) those required to be made by the Target or the Merger Subas amended, and the regulations thereunder, state securities laws and the Nasdaq National Market and (iiiB) any filingwhere the failure to obtain such permits, permitauthorizations, authorizationconsents or approvals, consent or approval which if to make such filings, would not made or obtained prevent the Sellers from performing their respective obligations under this Agreement and would not have a Material Adverse Effect on or give any governmental entity the Company; right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements, except for any consent or approval rights of any Governmental Entity outside the United States under applicable antitrust laws which do not provide for pre-closing filing or notification or any consent or approval right under the HSR Act, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which either Seller is a party or by which either Seller is bound or to which any of the Company Disclosure Letterassets of either Seller is subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent (A) such breaches or waiver that defaults which would not reasonably be expected to have a Material Adverse Effect on and (B) as set forth in Section 3.10 or Section 3.18 of the Company; Disclosure Schedule, (div) result in the imposition of any Security Interest upon any assets of the Company; Acquired Assets, or (ev) violate any order, writ, injunction, decree, statute, rule Law or regulation Regulation applicable to the Company, either Seller or any of its properties or assets. (b) There are no Restricted Assets as to which the failure to obtain all necessary consents and waivers for the assignment, other than such conflictstransfer, violationssublease or sublicense thereof as of the Closing would, defaultsindividually or in the aggregate, breaches, cancellations or accelerations referred to result in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws laws, the Exchange Act and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDGCL, neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company Buyer or the Merger Sub of the transactions contemplated herebyhereby or thereby, will: (a) conflict with or violate any provision of the Company Charter Certificate of Incorporation or Bylaws of the Buyer or the BylawsMerger Sub; (b) require on the part of the Company Buyer or the Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) those required solely by reason of the Target’s or the Merger Sub’s Company's participation in the transactions contemplated hereby, hereby or (ii) those required to be made by the Target Company or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which which, if not made or obtained obtained, would not have a Material Adverse Effect on the CompanyBuyer; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Company Disclosure LetterBuyer or the Merger Sub is a party or by which either is bound or to which any of their assets are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the CompanyBuyer or the Merger Sub or has otherwise been obtained; (d) result in the imposition of any Security Interest upon any assets of the CompanyBuyer or the Merger Sub; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Buyer or the Merger Sub or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which except for any violation that would not have a Material Adverse Effect on the CompanyBuyer or the Merger Sub.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth State of VirginiaMaryland, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the TargetParent’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target Parent or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 3.14 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery by Parent or Merger Sub of this Agreement by the CompanyAgreement, nor the consummation by the Company Parent or Merger Sub of any of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter certificate of incorporation or the Bylawsbylaws of Parent and Merger Sub; (b) require on the part of the Company Parent or Merger Sub any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental EntityAuthority, other than except for (i) those to the extent applicable, the filing by Parent of such reports and information with the SEC under the Exchange Act as may be required solely by reason of in connection with this Agreement and the Target’s or the Merger Sub’s participation in the other transactions contemplated hereby, by this Agreement; (ii) those required the notification requirements under the HSR Act, or filings or notifications related to be made by the Target or the Merger Subother Antitrust Laws, and if applicable; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (iv) any registration, declaration, filing, permit, order, authorization, consent or approval which that if not made or obtained would not reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to execute and deliver this Agreement or consummate the Closing or the other transactions contemplated hereby (a “Parent Material Adverse Effect on the CompanyEffect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letteror agreement to which Parent is a party or by which Parent is bound, except for (i) any conflict, breach, default, acceleration, acceleration or right to accelerate, termination, modification, cancellation, terminate or modify that would not reasonably be expected to result in a Parent Material Adverse Effect or (ii) any notice, consent or waiver the failure of which to make or obtain would not reasonably be expected to result in a Parent Material Adverse Effect; (d) violate any Legal Requirement applicable to Parent or any of its properties or assets, except for any violation that would not reasonably be expected to have a Parent Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the CompanyEffect; or (e) violate any order, writ, injunction, decree, statute, rule render Parent insolvent or regulation applicable unable to the Company, any of pay its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companydebts as they become due.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx-Xxxxx-Xxxxxx Act"), and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginiaforeign antitrust or trade regulation laws, neither the execution and delivery by any Seller of this Agreement by or the CompanyAncillary Agreements to which such Seller will be a party, nor the consummation by the Company any Seller of the transactions contemplated herebyhereby or thereby, will: : (a) conflict with or violate any provision of the Company Charter charter or the Bylaws; bylaws of any Seller; (b) except for consents to transfer or novations required with respect to contracts with Governmental Entities, require on the part of the Company any filing Seller any filing, designation, declaration or registration with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) except for any filing, designation, declaration, registration, permit, authorization, consent or approval which if not obtained or made would not, individually or obtained would not have a in the aggregate, reasonably be expected to result in an AIS Material Adverse Effect on the Company; Effect; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, result in the loss of a benefit or increase in liabilities or fees under, create in any party the right to accelerate, terminate, modify cancel or cancelmodify, or require any notice, consent consent, approval, authorization or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterAssigned Contract or Real Estate Lease, except for (i) any conflict, breach, default, acceleration, loss, increase, or right to accelerateterminate, termination, modification, cancellation, notice, consent cancel or waiver modify that would not not, individually or in the aggregate, reasonably be expected to have a result in an AIS Material Adverse Effect on or (ii) any notice, consent, approval, authorization or waiver the Company; absence of which would not, individually or in the aggregate, reasonably be expected to result in an AIS Material Adverse Effect; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decreejudgment, ruling, decision or decree specifically naming, or statute, rule rule, law, ordinance or regulation applicable to the Companyto, any Seller or any of its their respective properties or assetsassets or the Acquired Assets or Assumed Liabilities, other than such conflictsexcept for any violation that would not, violationsindividually or in the aggregate, defaults, breaches, cancellations or accelerations referred reasonably be expected to result in clauses (a) through an AIS Material Adverse Effect; or (e) result in the creation of any Encumbrance (inclusiveas defined in Section 2.8) hereof which would not have a Material Adverse Effect on upon any of the CompanyAcquired Assets.

Noncontravention. Subject to receipt of the Company Stockholder Approval, (i) compliance with the applicable requirements of the Securities Hxxx-Xxxxx-Xxxxxx Act and any applicable state securities laws and the filing foreign antitrust or trade regulation laws, (ii) compliance with Exon-Fxxxxx, (iii) receipt of the Articles STPI Approval and (iv) obtaining all necessary Taiwanese governmental approvals, including without limitation approvals from the Securities and Futures Bureau, Central Bank of Merger as required by the Commonwealth Republic of VirginiaChina (Taiwan) and Investment Commission of the Ministry of Economic Affairs, neither the execution and delivery by the Buyer of this Agreement by or the CompanyAncillary Agreements to which the Buyer will be a party, nor the consummation by the Company Buyer of the transactions contemplated herebyhereby or thereby, will: : (a) conflict with or violate any provision of the Company Charter charter or bylaws of the Bylaws; Buyer; (b) require on the part of the Company Buyer any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) except for any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not have reasonably be expected to result in a Buyer Material Adverse Effect on the Company; Effect; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract listed in Section 3.4 of or agreement to which the Company Disclosure LetterBuyer is a party or by which the Buyer is bound, except for (i) any conflict, breach, default, acceleration, acceleration or right to accelerate, termination, modification, cancellation, notice, consent terminate or waiver modify that would not reasonably be expected to have result in a Buyer Material Adverse Effect on or (ii) any notice, consent or waiver the Companyabsence of which would not reasonably be expected to result in a Buyer Material Adverse Effect; or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunctioninjunction or decree specifically naming, decree, or statute, rule or regulation applicable to to, the Company, Buyer or any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which except for any violation that would not have reasonably be expected to result in a Buyer Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Requisite Stockholders Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth State of VirginiaDelaware, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s Buyer's or the Merger Sub’s 's participation in the transactions contemplated hereby, (ii) those required to be made by the Target Buyer or the Merger Sub, Sub and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterSchedule, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt (a) The execution and delivery by FibroGen of this Option Agreement, the consummation of the Company Stockholder Approval, Merger and the other transactions contemplated hereunder and the compliance by FibroGen with the applicable requirements provisions of this Option Agreement do not and will not (i) result in the breach of any of the Securities Act terms or conditions of, or constitute a default under or violate, as the case may be, the Constitutive Documents of FibroGen, or any material Contract to which FibroGen is bound, or by which any of its assets or properties may be affected or (ii) violate any Law or Judgment applicable to FibroGen, other than any such breaches, defaults or violations that individually or in the aggregate are not likely to impair in any material respect the ability of FibroGen to perform its obligations under this Option Agreement or any agreement contemplated by this Option Agreement, or prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated hereunder. (b) No consent, approval, qualification, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by FibroGen in connection with the execution and any applicable state securities laws delivery by FibroGen of this Option Agreement, the consummation by FibroGen of the Merger and the other transactions contemplated by this Option Agreement or the compliance by FibroGen with the provisions of this Option Agreement, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing of the Articles Certificate of Merger as required by with the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company office of the transactions contemplated hereby, will: (a) conflict with or violate any provision Secretary of State of the Company Charter or State of Delaware and appropriate documents with the Bylaws; (b) require on the part relevant authorities of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation states in the transactions contemplated hereby, (ii) those required which Fortis is qualified to be made by the Target or the Merger Sub, do business and (iii) any filingsuch other consents, permitapprovals, authorizationorders, consent authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or approval which if not made individually or obtained in the aggregate would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create impair in any party material respect the right ability of FibroGen to accelerate, terminate, modify perform its obligations under this Option Agreement or cancelany agreement contemplated by this Option Agreement, or require any notice, consent prevent or waiver under, any contract listed in Section 3.4 materially impede or delay the consummation of the Company Disclosure Letter, except for Merger or any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companytransactions contemplated hereunder.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDelaware General Corporation Law, neither the execution and delivery by Adsmart of this Agreement by the CompanyAgreement, nor the consummation by the Company Adsmart of the transactions contemplated hereby, will: will (a) conflict with or violate any provision of the Company Charter Restated Certificate of Incorporation or Amended and Restated By-laws of Adsmart or the Bylaws; charter, By-laws or other organizational document of any Subsidiary (as defined below), (b) require on the part of the Company Adsmart or any Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which Adsmart or any Subsidiary is a party or by which Adsmart or any Subsidiary is bound or to which any of the Company Disclosure Lettertheir assets is subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, modification or cancellation which would not have an Adsmart Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver that the absence of which would not reasonably be expected to have a an Adsmart Material Adverse Effect on and would not adversely affect the Company; consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company; Adsmart or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyAdsmart, any Subsidiary or any of its their properties or assets. For purposes of this Agreement: "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than such conflicts(i) mechanic's, violationsmaterialmen's, defaultsand similar liens, breaches(ii) liens arising under worker's compensation, cancellations or accelerations referred unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in clauses each case arising in the Ordinary Course of Business (aas defined below) through (e) (inclusive) hereof which would of Adsmart and not have a Material Adverse Effect on material to Adsmart; and "Ordinary Course of Business" means the Companyordinary course of Adsmart's business, consistent with past custom and practice.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any government, governmental agency or court to which the Target or any of its Subsidiaries is subject or any provision of the Company Charter charter or the Bylaws; (b) require on the part bylaws of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and any of its Subsidiaries or (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, other arrangement to which the Target or any contract listed in Section 3.4 of the Company Disclosure Letterits Subsidiaries is a party or by which it is bound or to which any of its assets is subject, except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected failure to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which give notice would not have a Material Adverse Effect material adverse effect on the Companybusiness, financial condition or results of operations of the Target and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Other than in connection with the provisions of the Hart-Scott-Rodino Act, the Xxxxxxx Xxxxxxxs Corporation Law, the Securities Exchange Act, the Securities Act, state securities laws, and with regard to any required governmental or regulatory approvals or consents relating to the telecommunications industry, the laws, rules or regulations of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands and of any other jurisdiction in which such approvals or consents may be required, and any other statutes, rules or regulations set forth in Section 3(d) of the Target Disclosure Letter, neither the Target nor any of its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not have a material adverse effect on the business, financial condition or results of operations of the Target and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or violate other restriction of any government, governmental agency or court to which Stoneridge is subject or any provision of the Company Charter Stoneridge articles of incorporation or the Bylaws; (b) require on the part code of the Company any filing withregulations, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any noticenotice under any agreement, contract, lease, license or instrument to which Stoneridge is a party or by which it is bound or to which any of its assets is subject, except where such breaches, conflicts, results or rights would not separately or in the aggregate have a material adverse effect on the business or financial condition of Stoneridge or New BCS, and that no such breaches, conflicts, results or rights will impose any Liability or obligation on Stoneridge will impose any Liability or obligation on the Members, Xxxxxx or Old BCS. To the Knowledge of Stoneridge, Stoneridge is not required to give any notice to, make any filing with, or obtain any authorization, consent or waiver under, approval of any contract listed government or governmental agency in Section 3.4 of order for the Company Disclosure LetterParties to consummate the transactions contemplated by this Agreement, except for to the extent that the failure to obtain any conflictsuch consent, breachapproval or authorization, defaultor to make any such filing, acceleration, right to accelerate, termination, modification, cancellation, notice, consent separately or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any orderaggregate, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect material adverse effect on the Companybusiness or financial condition of Stoneridge or New BCS and no such failure by Stoneridge will impose any Liability or obligation upon the Members, Xxxxxx or Old BCS.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx-Xxxxx-Xxxxxx Act") and applicable foreign antitrust laws (if any) and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDelaware General Corporation Law, neither the execution and delivery of this Agreement by the CompanyCompany or any of the Company Stockholders, nor the consummation by the Company or any of the Company Stockholders of the transactions contemplated hereby, will: will (ai) conflict with or violate any provision of the Company Charter charter or By-laws of the Bylaws; Company, (bii) require on the part of the Company or any of the Company Stockholders any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby"), (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterLease or Material Contract (as such terms are defined herein), except for to the extent any such conflict, breach, default, acceleration, right to accelerate, termination, modification, modification or cancellation, or the failure to give or obtain any such notice, consent or waiver that waiver, would not reasonably be expected to have a Company Material Adverse Effect on the Company; Effect, (div) result in the imposition of any Security Interest Encumbrance upon the Company Shares or any material assets or properties of the Company; Company or (ev) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties the Company Stockholders or assetsany of their respective assets or properties, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred which violation could reasonably be expected to in clauses (a) through (e) (inclusive) hereof which would not have a Company Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaHSR Act, neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated herebyhereby will (i) violate or conflict in any way with any statute, will: regulation, law, rule or common law doctrine, (aii) violate or conflict in any way with any judgment, order, decree, stipulation, injunction or violate other restriction of any government, governmental agency or court, to which Xxxxxxx or Acquisition Sub is subject (iii) breach any provision of the Company Charter Certificate of Incorporation or By-Laws of Xxxxxxx or the Bylaws; Articles of Organization or Operating Agreement of Acquisition Sub or (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (civ) conflict with, result in a breach of, constitute a default under (with or without due notice or lapse of time time, or both) a default under), result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver notice under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition creation of any Security Interest upon any of Xxxxxxx'x or Acquisition Sub's assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable pursuant to the Companyterms of, any contract, agreement, lease, sublease, license, sublicense, franchise, permit, indenture, agreement for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Xxxxxxx or Acquisition Sub is a party or by which it is bound or to which any of its properties or assetsassets are subject, other than except where such conflicts, violations, defaultsconflicts, breaches, cancellations defaults or accelerations referred to other events would not, individually or in clauses (a) through (e) (inclusive) hereof which would not have the aggregate, result in a Material Xxxxxxx Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby. Except pursuant to the HSR Act, neither Xxxxxxx nor Acquisition Sub is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government, governmental agency or court, or any other Person in order for the parties to consummate the transactions contemplated by this Agreement and in order that the Acquisition and such transactions shall not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on any of Xxxxxxx'x or Acquisition Sub's assets pursuant to the Companyprovisions of, any agreement, arrangement or understanding or any license, franchise or permit.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginiaforeign antitrust or trade regulation laws, neither the execution and delivery by the Buyer of this Agreement by or the CompanyAncillary Agreements to which the Buyer will be a party, nor the consummation by the Company Buyer of the transactions contemplated herebyhereby or thereby, will: : (a) conflict with or violate any provision of the Company Charter charter or bylaws of the Bylaws; Buyer; (b) require on the part of the Company Buyer any filing filing, designation, declaration or registration with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) except for any filing, designation, declaration, registration, permit, authorization, consent or approval which if not obtained or made would not, individually or obtained would not have in the aggregate, reasonably be expected to result in a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement (a "Buyer Material Adverse Effect on the Company; Effect"); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify cancel or cancelmodify, or require any notice, consent consent, approval, authorization or waiver under, any contract listed in Section 3.4 of or agreement to which the Company Disclosure LetterBuyer is a party or by which the Buyer is bound, except for (i) any conflict, breach, default, acceleration, acceleration or right to accelerateterminate, termination, modification, cancellation, notice, consent cancel or waiver modify that would not not, individually or in the aggregate, reasonably be expected to have result in a Buyer Material Adverse Effect, (ii) any notice, consent, approval, authorization or waiver the absence of which would not, individually or in the aggregate, reasonably be expected to result in a Buyer Material Adverse Effect or (iii) any consent set forth on the CompanySchedule 3.3(c); or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decreejudgment, ruling, decision or decree specifically naming, or statute, rule rule, law, ordinance or regulation applicable to to, the Company, Buyer or any of its properties or assets, other than such conflictsexcept for any violation that would not, violationsindividually or in the aggregate, defaults, breaches, cancellations or accelerations referred reasonably be expected to result in clauses (a) through (e) (inclusive) hereof which would not have a Buyer Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws laws, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDGCL, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement by or (in the Companycase of the Buyer) the Escrow Agreement, nor the consummation by the Company Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter Certificate of Incorporation or Bylaws of the Buyer or the Bylaws; Certificate of Incorporation of the Transitory Subsidiary, (b) require on the part of the Company Buyer or the Transitory Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those any premerger notification filing required solely by reason of pursuant to the Target’s or the Merger Sub’s participation in the transactions contemplated herebyHSR Act, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which the Buyer or the Transitory Subsidiary is a party or by which either is bound or to which any of the Company Disclosure Lettertheir assets are subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, modification or cancellation which would not have a Buyer Material Adverse Effect or (ii) any notice, consent or waiver that the absence of which would not reasonably be expected to have a Buyer Material Adverse Effect on the Company; Effect, or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Buyer or the Transitory Subsidiary or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery of this Agreement or the Ancillary Agreements by Seller (or Parent, as the Companycase may be), nor the consummation by Seller (or Parent, as the Company case may be) of the transactions contemplated herebyhereby or thereby, will: : (a) conflict Conflict with or violate any provision of the Company Charter charter or bylaws of Seller (or Parent, as the Bylaws; case may be); (b) require Require on the part of Seller (or Parent, as the Company case may be) any filing with, or any permit, authorization, consent or approval of, any foreign, federal, state or local court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) except for any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not reasonably be expected to have a Product Material Adverse Effect on the Company; Effect; (c) conflict Conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterContract, except for (i) those consents which have previously been obtained, (ii) those consents identified in Section 2.5(c) of the Disclosure Schedule, or (iii) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Product Material Adverse Effect on the Company; Effect; (d) result Result in the imposition of any Security Interest upon any assets of the CompanyAcquired Assets; or or (e) violate Violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller (or Parent, as the Company, case may be) or any of or its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which except for any violation that would not reasonably be expected to have a Product Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Certificate of Merger as required by the DGCL and the Articles of Merger as required by the Commonwealth of VirginiaNevada Revised Statutes, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement by or the CompanyTransaction Documents to which it is a party, nor the consummation by the Company Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter organizational documents or bylaws of the Parent or the Bylaws; Acquisition Subsidiary, as the case may be, (b) require on the part of the Company Parent or the Acquisition Subsidiary, as the case may be, any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason filing of a Current Report on Form 8-K and the Target’s or filing of a Form D with the SEC and any applicable state securities filings with respect to the Merger Sub’s participation Shares and the shares issued in the transactions contemplated herebyPrivate Placement Offering, (ii) those required to which will be made completed by Parent following the Target or the Merger SubEffective Time, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in Section 3.4 the case of the Company Disclosure Letterforegoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that cancellation which would not reasonably be expected to have a Parent Material Adverse Effect on and would not reasonably be expected to adversely affect the Company; consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest security interest upon any assets of the Company; Parent or the Acquisition Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation Laws applicable to the Company, any of its properties Parent or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyAcquisition Subsidiary.

Noncontravention. Subject to receipt To the Knowledge of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaBuyer, neither the execution and the delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of the Target’s any Governmental Entity to which either Buyer is or the Merger Sub’s participation in the transactions contemplated herebyTransitory Subsidiary will be, subject or (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any noticenotice of consent under any agreement, consent contract, lease, license, instrument or waiver underother arrangement to which either Buyer is, or Transitory Subsidiary will be, a party or by which they are or will be bound or to which any contract listed of their assets are or will be subject (or result in Section 3.4 the imposition of the Company Disclosure Letterany Lien upon any of their assets), except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent failure to give notice or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which Lien would not have a Material Adverse Effect on Effect. Neither the Company.execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any provision of the articles of organization, operating agreement, charter or bylaws of Buyer or Transitory Subsidiary. To the Knowledge of Buyer and other than in connection with (i) the provisions of the Xxxx-Xxxxx-Xxxxxx Act, the Alabama Business Corporation Ac4 the Securities Act, the Securities Exchange Act and state securities laws, (ii) the necessary notices to and consents and approvals, if any, of the FCC, and (iii) the necessary notices to and consents and approval if any, of state public utility commissions or similar state regulatory bodies pursuant to applicable state laws regulating the telephone, commercial mobile radio service or other telecommunications business, Buyer is not, and Transitory Subsidiary will not be, required to give any notice to, file with or obtain authorization, consent or approval of any Governmental Entity in order for Buyer to perform its obligations under this Agreement except where the failure to give such notice, to file or to obtain such authorization, consent or approval would not have a Material Adverse Effect

Noncontravention. Subject Except for the filings, permits, authorizations, consents and approvals that may be required under, and other applicable requirements of, the Exchange Act, and subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Xxxx-Xxxxx-Xxxxxx Act”), and any applicable state securities laws foreign antitrust filing requirements, and subject to obtaining the filing of the Articles of Merger as required by the Commonwealth of VirginiaStockholder Approval, neither the execution and delivery by Seller of this Agreement by or the CompanyRevenue Sharing Agreement, nor the consummation by the Company Seller of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter certificate of incorporation or the Bylaws; bylaws of Seller, (b) require on the part of the Company Seller any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not be reasonably expected to have a Material Adverse Effect on the Company; Transferred Assets, (c) to the Knowledge of Seller conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof any obligations under, create in any party the right to accelerate, terminate, modify any provision or cancel, or require any notice, consent or waiver under, any contract Material Business Agreement listed in Section 3.4 3.6 of the Company Business Disclosure Letter, except for any conflictin each such case, breachas required or contemplated by the terms of the Material Business Agreements or Transferred Agreements, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that as would not reasonably be expected to have a Material Adverse Effect on the Company; Transferred Assets, (d) to the Knowledge of Seller result in the imposition of any Security Interest Encumbrance upon any assets of the Company; Transferred Assets, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assetsthe Transferred Assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which any violation that would not reasonably be expected to have a Material Adverse Effect on the CompanyTransferred Assets.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act Harx-Xxxxx-Xxxxxx Xxt and any applicable state securities laws and subject to the filing of the Articles California Merger Filings and the Delaware Merger Filings, and assuming (in the case of Merger as required by clause (b) below) the Commonwealth accuracy of Virginiathe Company's representations and warranties in Section 2.6 above, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement by or (in the Companycase of the Buyer) the Escrow Agreement, the Shareholder Agreements or the Exchange Agreement, nor the consummation by the Company Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter Articles of Incorporation or By-laws of the Buyer or the Bylaws; Transitory Subsidiary, (b) require on the part of the Company Buyer or the Transitory Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which the Buyer or the Transitory Subsidiary is a party or by which either is bound or to which any of the Company Disclosure Lettertheir assets are subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, modification or cancellation which would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver that the absence of which would not reasonably be expected to have a Material Adverse Effect on adversely affect the Company; consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Buyer or the Transitory Subsidiary or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder Requisite Stockholders Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth State of VirginiaTexas, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s 's or the Merger Sub’s 's participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject (a) Except for the filings pursuant to Section 6.7, the receipt of the Company Stockholder ApprovalRequired Nocturne Vote, compliance with the applicable requirements filing and recordation of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth DGCL, any required filings with the SEC and subject to the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of Virginiawaiting periods after filings and other actions contemplated by Section 4.10(b) and any other notifications to be provided in the Ordinary Course of Business, neither the execution execution, delivery and delivery performance of this Agreement by the Company, nor Nocturne and Merger Sub and the consummation by the Company Nocturne and Merger Sub of the transactions contemplated hereby, will: by this Agreement and the Ancillary Agreements do not (ai) conflict with or violate result in any provision breach of any of the Company Charter terms, conditions or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval provisions of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by constitute a default under (whether with or without the Target giving of notice, the passage of time or the Merger Subboth), and (iii) result in a violation of, (iv) give any filingthird party the right to terminate or accelerate, permitor cause any termination or acceleration of, authorizationany right or obligation under or (v) result in the creation of any Lien upon its Equity Interests under, consent in the case of each of clauses (i) through (v), (A) any material Contract or approval lease to which if not made Nocturne or obtained Merger Sub is a party, (B) any Governing Document of Nocturne or Merger Sub or (C) any Law or Order to which Nocturne or Merger Sub is bound or subject, with respect to the foregoing clause (A), clause (B) or clause (C), except as (1) would not have a Material Adverse Effect on or (2) prevent, materially impair or materially delay the Company; consummation of the Transactions. (cb) conflict Except for the filings pursuant to Section 6.7 and the applicable requirements, if any, of the Securities Act, Exchange Act, Blue Sky Laws and state takeover laws, the pre-merger notification requirements of the HSR Act, the filing and recordation of appropriate merger documents as required by the DGCL and any required filings with the SEC, the consummation by Nocturne and Merger Sub of the transactions contemplated by this Agreement and the Ancillary Agreements do not (i) require any approval under, from or pursuant to, or (ii) require any filing with, result in a breach of, constitute (with any Governmental Entity under or without due notice pursuant to any Law or lapse of time Order to which Nocturne or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify Merger Sub is bound or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Lettersubject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that as would not reasonably be expected to have a Material Adverse Effect on the Company; be material to Nocturne or Merger Sub, as applicable. (dc) result Nocturne and Merger Sub are not in the imposition violation of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which their respective Governing Documents except as would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with Except for the applicable requirements of the Securities Exchange Act and of 1934, as amended (the "Exchange Act"), any applicable state and foreign securities laws laws, and if applicable, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the filing Bankruptcy Code, the Confirmation Order and the Amended Plan, none of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the CompanyDebtor, nor and the execution and filingwith the Bankruptcy Court of the Amended Plan by the Debtor or the consummation by the Company of the transactions thetransactions contemplated hereby, will: hereby or thereby will (a) conflict with or violate any provision of the Company Charter respective charters or by-laws of the BylawsDebtor and its Subsidiaries; (b) except as disclosed in Section 2.14(d) of the Debtor Disclosure Schedule, require on the part of the Company Debtor or any of its Subsidiaries any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), other than (i) those required solely by reason of where the Target’s failure to make or the Merger Sub’s participation obtain such filings, permits, authorizations, consents or approvals could not reasonably be expected to have, individually or in the transactions contemplated herebyaggregate, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Debtor Material Adverse Effect on or materially adversely affect the Companyability of the Surviving Corporation to operate the business of the Debtor or any of its Subsidiaries following the Effective Time; (c) except for the Required Waivers and Consents (as defined in Section 5.2(d)) and except as set forth in Section 2.13(b) of the Debtor Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed post-petition contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below in this Section 3.4 2.3) or other arrangement to which Debtor or any of its Subsidiaries is a party or by which the Company Disclosure LetterDebtor or any of its Subsidiaries is bound or to which any of their respective assets is subject or any judgment, except for order, writ, injunction, decree, statute, rule or regulation applicable to the Debtor or any conflictof its Subsidiaries or any of their respective properties or assets, breachother than such conflicts, defaultviolations, accelerationbreaches, right to acceleratedefaults, terminationaccelerations,terminations, modificationmodifications, cancellationcancellations or notices, notice, consent consents or waiver waivers that would could not reasonably be expected to have have, individually or in the aggregate, a Debtor Material Adverse Effect on the CompanyEffect; or (d) result in the imposition of any Security Interest upon any assets of the Company; Debtor or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties Subsidiaries. For purposes of this Agreement, the term "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or assetsother lien (whether arising by contract or by operation of law), other than such conflictsliens arising in the ordinary course of business consistent with the Debtor and its Subsidiaries'past custom and practice, violations, defaults, breaches, cancellations or accelerations referred including with respect to in clauses frequency and amount (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company."Ordinary Course of Business"). -6- 2.4

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither (a) Neither the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer of the transactions contemplated hereby, will: will (ai) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part Organizational Documents of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebyBuyer, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach Breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any notice, consent consent, or waiver under, any contract listed contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance, or other arrangement to which the Buyer is a party or by which the Buyer is bound or to which any of its assets are subject, or (iii) assuming that the filings, registrations, notifications, authorizations, consents, and approvals referred to in Section 3.4 2.4(b) hereof have been obtained or made, as the case may be, violate any Legal Requirement applicable to the Buyer or any of the Company Disclosure Letterits properties or assets, except for in the case of clause (ii), any conflict, breachBreach, default, accelerationright, right to acceleraterequirement, termination, modification, cancellation, notice, consent or waiver that violation which would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Buyer or on the ability of the Buyer to consummate the transactions contemplated by this Agreement (a “Buyer Material Adverse Effect on Effect”). (b) No filing or registration with, notification to, or authorization, consent, or approval of, any Governmental Authority is required in connection with the Company; execution and delivery of this Agreement or the performance by the Buyer of its obligations hereunder, except (di) result in the imposition of compliance with any Security Interest upon any assets applicable filing requirements of the Company; HSR Act, or (eii) violate any ordersuch other consents, writapprovals, injunctionorders, decreeauthorizations, statutenotifications, rule registrations, declarations, and filings, the failure of which to be obtained or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which made would not have a Buyer Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt Except as set forth on Section 2.3 of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaDisclosure Schedule, neither the execution and delivery of this Agreement by the CompanySeller, nor the consummation by the Company Seller of the transactions contemplated hereby, will: : (a) conflict with or violate any provision of the Company Charter certificate of incorporation or by-laws of the Bylaws; Company; (b) subject to compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “Xxxx-Xxxxx-Xxxxxx Act”), require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any national, state, local or foreign court, arbitrational tribunal, administrative entity, agency or commission or other governmental or regulatory entity, authority or agency (a “Governmental Entity”), other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) except for any filing, permit, authorization, consent or approval which which, if not made obtained or obtained made, would not have reasonably be expected to result in a Company Material Adverse Effect on the Company; Effect; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 Lien (other than a Permitted Lien) or any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness to which the Company Disclosure Letteris a party or by which the Company is bound or to which any of its assets are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have result in a Company Material Adverse Effect on the Company; Effect; (d) result in the imposition creation of any Security Interest Lien (other than a Permitted Lien) upon the Shares or any assets of the Company’s assets; or or (e) violate any order, writ, injunctioninjunction or decree specifically naming, decree, or statute, rule or regulation applicable to to, the Company, Company or any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which except for any violation that would not have reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles each Blocker Certificate of Merger as required by the Commonwealth DGCL and the Certificate of VirginiaMerger as required by the DLLCA, neither the execution and delivery by the Parent, each Blocker Mergersub or the Acquisition Subsidiary, as the case may be, of this Agreement by or the CompanyTransaction Documents to which it is a party, nor the consummation by the Company Parent, each Blocker Mergersub or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter organizational documents or bylaws of the Parent, each Blocker Mergersub or the Bylaws; Acquisition Subsidiary, as the case may be, (b) require on the part of the Company Parent, each Blocker Mergersub or the Acquisition Subsidiary, as the case may be, any filing with, or any permit, authorization, consent or approval of, any Governmental Entitygovernmental entity, other than (i) those required solely by reason filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Target’s or Merger Shares and Blocker Merger Shares, which will be completed by Parent following the Merger Sub’s participation in the transactions contemplated herebyEffective Time, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed or instrument to which the Parent, any Blocker Mergersub or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in Section 3.4 the case of the Company Disclosure Letterforegoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any security interest upon any assets of the Parent, any Blocker Mergersub or the Acquisition Subsidiary or (e) violate any laws applicable to the Parent, any Blocker Mergersub or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaNRS, neither the execution and delivery by the Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of this Agreement by or the CompanyTransaction Documentation, nor the consummation by the Company Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter organizational documents or bylaws of the Bylaws; Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, (b) require on the part of the Company Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which the Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, is a party or by which either is bound or to which any of the Company Disclosure Lettertheir assets are subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that cancellation which would not reasonably be expected to have a Parent Material Adverse Effect on and would not reasonably be expected to adversely affect the Company; consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company; Parent or the Acquisition Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyParent, the Acquisition Subsidiary or Split-Off Subsidiary or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of The execution and delivery by the Company Stockholder Approvalof this ---------------- Agreement, and the fulfillment of and compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery of this Agreement respective terms hereof by the Company, nor and the consummation by the Company of the transactions contemplated herebyTransactions, willdo not and will not: (a) conflict with or violate result in any breach of any provision of the Company Charter Certificate of Incorporation or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under(or give rise to any right of termination, result in the amendment, cancellation or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver Lien) under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition provisions of any Security Interest upon any assets of note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the CompanyCompany is a party; or (ec) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any except, in the case of its properties clauses (b) or assets(c), other than such conflicts, for violations, defaults, breaches, cancellations breaches or accelerations referred to defaults that either individually or in clauses (a) through (e) (inclusive) hereof which the aggregate would not have a Material Adverse Effect on the Company. The consummation by the Company of the Transactions will not require the consent or approval of or filing with any Government Entity or other Third Party, except for: (i) applicable requirements, if any, of the Exchange Act, the Securities Act and the securities Laws of the various jurisdictions in which holders of Shares reside; (ii) the filing of the Merger Certificate and related requirements pursuant to the DGCL; (iii) any filings and approvals required under the HSR Act; and (iv) applicable requirements, if any, of the Code and state, local and foreign Tax Laws. In addition, the foregoing sentence is qualified to the extent that the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not: (w) prevent or delay consummation of the Transactions in any material respect; (x) otherwise prevent the Company from performing its obligations under this Agreement in any material respect; (y) reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company; or (z) materially hinder or make materially more burdensome the consummation of the Transactions.

Noncontravention. Subject to receipt of the Company Stockholder ApprovalThe execution, compliance with the applicable requirements of the Securities Act delivery and any applicable state securities laws and the filing of the Articles of Merger as required performance by the Commonwealth of Virginia, neither the execution and delivery Exxxxxx of this Agreement and by Exxxxxx or any of its Affiliates of the Companyother Transaction Documents and Restructuring Agreements to which it is or will be a party, nor as applicable, and the consummation by the Company of the transactions contemplated herebyhereby and thereby do not and will not, will: assuming compliance with the matters referred to in Section 3.03 and completion of the Deferred Closing Actions, whether after the giving of notice or the lapse of time or both, (a) conflict with violate the certificate of incorporation or violate bylaws (or similar organizational documents) of Exxxxxx or any provision of the Company Charter Emerald Entity (or the Bylaws; Retained Subsidiaries, with respect to the Business, the Purchased Assets or the Assumed Liabilities), (b) require on the part of the Company violate or breach any filing withApplicable Law, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach ofrequire any consent, authorization, approval or other action by any other Person under, constitute (with or without due notice or lapse of time or both) a default under, or result in or give rise to any right of termination, cancellation, acceleration or adverse modification of any right or obligation of Exxxxxx or any Emerald Entity (or the Retained Subsidiaries, with respect to the Business, the Purchased Assets or the Assumed Liabilities) or to a loss of any benefit to which Exxxxxx or any Emerald Entity (or any Retained Subsidiary, with respect to the Business, the Purchased Assets or the Assumed Liabilities) is entitled under any provision of any Material Contract or any Specified Insurance Policy (or any other Contract that is material to the Business) binding upon Exxxxxx or any Emerald Entity (or Retained Subsidiary, with respect to the Business, the Purchased Assets or the Assumed Liabilities), or (d) result in the acceleration of, create in creation or imposition of any party the right to accelerate, terminate, modify Lien on any Purchased Asset or cancel, or require on any notice, consent or waiver under, asset of any contract listed in Section 3.4 of the Company Disclosure LetterEmerald Entity, except for any conflictPermitted Liens, breachwith such exceptions, defaultin the case of each of clauses (b) through (d), acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that as would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable be material to the CompanyBusiness, taken as a whole, and would not prevent, materially impair or materially delay the transactions contemplated by this Agreement or any other Transaction Document to which Exxxxxx, XX NewCo or any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have their respective Affiliates is a Material Adverse Effect on the Companyparty.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws laws, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "Hart-Xxxxx-Xxxxxx Xxx"), the filing of the Articles Certificate of Merger as required by the Commonwealth Delaware General Corporation Law, and the filing of Virginia, requisite forms relating to the transfer of certain intellectual property rights of the Company (as contemplated by this Agreement) neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated herebyby this Agreement (and, will: for clauses (b) and (d) of this Section 2.4, other than Spin-off Transaction), will (a) conflict with or violate any provision of the Company Charter charter or By-laws of the Bylaws; Company, (b) require on the part of the Company or any corporation with respect to which the Company, directly or indirectly, has the power to vote or direct the voting of sufficient securities to elect a majority of the directors (a "Subsidiary") any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not have a Material Adverse Effect material adverse effect on the Company; assets, business, financial condition, results of operations or future prospects of the Company and its Subsidiaries relating to the Modem Business, taken as a whole, or on the ability of the Parties to consummate the transactions contemplated by this Agreement, (c) ), except as set forth in Section 2.4 to the Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company Disclosure Letteror any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of their assets is subject, except for other than any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that cancellation which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Company; assets, business, financial condition, results of operations or future prospects of the Company and its Subsidiaries, taken as a whole, or on the ability of the Parties to consummate the transactions contemplated by this Agreement, (d) result in the imposition of any Security Interest upon any assets of the Company; Company or any Subsidiary relating to the Modem Business or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.any

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery by Acquiror and Merger Sub of this Agreement by the CompanyAgreement, nor the consummation by the Company Acquiror or Merger Sub of any of the transactions contemplated hereby, will: : (a) conflict with or violate any provision of the Company Charter certificate of incorporation or bylaws of Acquiror or the Bylaws; articles of incorporation or bylaws of Merger Sub; (b) require on the part of the Company Acquiror or Merger Sub any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Entity, other than except for (i) those required solely by reason compliance with the applicable requirements of the Target’s HSR and applicable foreign antitrust or the Merger Sub’s participation in the transactions contemplated herebytrade regulation laws, (ii) those required to be made the filing by Acquiror of such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Target or SEC thereunder, as may be required in connection with this Agreement, the Merger Suband the other transactions contemplated by this Agreement, and (iii) any registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have a material adverse effect on Acquiror’s or Merger Sub’s ability to consummate the Merger or any of the other transactions contemplated hereby (an “Acquiror Material Adverse Effect on the Company; Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letteror agreement to which Acquiror or Merger Sub is a party or by which Acquiror or Merger Sub is bound, except for (i) any conflict, breach, default, acceleration, acceleration or right to accelerate, termination, modification, cancellation, terminate or modify that would not reasonably be expected to result in an Acquiror Material Adverse Effect or (ii) any notice, consent or waiver the failure of which to make or obtain would not reasonably be expected to result in an Acquiror Material Adverse Effect; (d) violate any order, writ, injunction or decree applicable to Acquiror or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to have a an Acquiror Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or Effect; (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Acquiror or Merger Sub or any of its their respective properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which except for any violation that would not have a reasonably be expected to result in an Acquiror Material Adverse Effect on the CompanyEffect; or (f) render Acquiror insolvent or unable to pay its debts as they become due.

Noncontravention. Subject to receipt (a) The execution and delivery by FibroGen of this Option Agreement, the consummation of the Company Stockholder Approval, Merger and the other transactions contemplated hereunder and the compliance by FibroGen with the applicable requirements provisions of this Option Agreement do not and will not (i) result in the breach of any of the Securities Act terms or conditions of, or constitute a default under or violate, as the case may be, the Constitutive Documents of FibroGen, or any material Contract to which FibroGen is bound, or by which any of its assets or properties may be affected or (ii) violate any Law or Judgment applicable to FibroGen, other than any such breaches, defaults or violations that individually or in the aggregate are not likely to impair in any material respect the ability of FibroGen to perform its obligations under this Option Agreement or any agreement contemplated by this Option Agreement, or prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated hereunder. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24 (b) No consent, approval, qualification, order or authorization of, registration, declaration or filing with, or notice to, any applicable state securities laws Governmental Entity is required by FibroGen in connection with the execution and delivery by FibroGen of this Option Agreement, the consummation by FibroGen of the Merger and the other transactions contemplated by this Option Agreement or the compliance by FibroGen with the provisions of this Option Agreement, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing of the Articles Certificate of Merger as required by with the Commonwealth of Virginia, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company office of the transactions contemplated hereby, will: (a) conflict with or violate any provision Secretary of State of the Company Charter or State of Delaware and appropriate documents with the Bylaws; (b) require on the part relevant authorities of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation states in the transactions contemplated hereby, (ii) those required which Fortis is qualified to be made by the Target or the Merger Sub, do business and (iii) any filingsuch other consents, permitapprovals, authorizationorders, consent authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or approval which if not made individually or obtained in the aggregate would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create impair in any party material respect the right ability of FibroGen to accelerate, terminate, modify perform its obligations under this Option Agreement or cancelany agreement contemplated by this Option Agreement, or require any notice, consent prevent or waiver under, any contract listed in Section 3.4 materially impede or delay the consummation of the Company Disclosure Letter, except for Merger or any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companytransactions contemplated hereunder.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act Harx-Xxxxx-Xxxxxx Xxt and any applicable state securities laws and subject to the filing of the Articles California Merger Filings and the Delaware Merger Filings, and assuming (in the case of Merger as required by clause (b) below) the Commonwealth accuracy of Virginiathe Company's representations and warranties in Section 2.6 above, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement by or (in the Companycase of the Buyer) the Escrow Agreement, the Shareholder Agreements, the Special Escrow Agreement or the Exchange Agreement, nor the consummation by the Company Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter Articles of Incorporation or By-laws of the Buyer or the Bylaws; Transitory Subsidiary, (b) require on the part of the Company Buyer or the Transitory Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which the Buyer or the Transitory Subsidiary is a party or by which either is bound or to which any of the Company Disclosure Lettertheir assets are subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, modification or cancellation which would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver that the absence of which would not reasonably be expected to have a Material Adverse Effect on adversely affect the Company; consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Buyer or the Transitory Subsidiary or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery by Parent and Merger Sub of this Agreement by the CompanyAgreement, nor the consummation by the Company Parent or Merger Sub of any of the transactions contemplated hereby, will: : (a) conflict with or violate any provision of the Company Charter articles of incorporation or bylaws of Parent or the Bylaws; articles of incorporation or bylaws of Merger Sub; (b) require on the part of the Company Parent or Merger Sub any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental EntityAuthority, other than except for (i) those required solely by reason compliance with the applicable requirements of the Target’s HSR and applicable foreign antitrust or the Merger Sub’s participation in the transactions contemplated herebytrade regulation laws, (ii) those required to be made the extent applicable, the filing by Parent of such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Target or SEC thereunder, as may be required in connection with this Agreement, the Merger Suband the other transactions contemplated by this Agreement, and (iii) any registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger or any of the other transactions contemplated hereby (an “Parent Material Adverse Effect on the Company; Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterContract to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound, except for (i) any conflict, breach, default, acceleration, acceleration or right to accelerate, termination, modification, cancellation, terminate or modify that would not reasonably be expected to result in a Parent Material Adverse Effect or (ii) any notice, consent or waiver the failure of which to make or obtain would not reasonably be expected to result in a Parent Material Adverse Effect; (d) violate any order, writ, injunction or decree applicable to Parent or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to have a Parent Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or Effect; (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Parent or Merger Sub or any of its their respective properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which except for any violation that would not have reasonably be expected to result in a Parent Material Adverse Effect on Effect; (f) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person with which Parent has entered into a Contract is required to be obtained or made by Parent at or prior to the CompanyEffective Time in order for Parent to execute and deliver this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement, except for those consents, approvals, orders, authorizations, registrations, declarations and filings set forth at Schedule 4.3(f); or (g) render Parent insolvent or unable to pay its debts as they become due.

Noncontravention. Subject to receipt Except as set forth in Section 2.3 of the Company Stockholder ApprovalDisclosure Schedule, subject to (i) compliance with the applicable requirements of the Securities Act Hxxx-Xxxxx-Xxxxxx Act, and any applicable state securities laws and the filing foreign antitrust or trade regulation laws, (ii) compliance with Section 721 of the Articles Defense Production Act of Merger as required by 1950 (“Exon-Fxxxxx”) and (iii) receipt of the Commonwealth of VirginiaSTPI Approval, neither the execution and delivery by any Seller of this Agreement by or the CompanyAncillary Agreements to which such Seller will be a party, nor the consummation by the Company any Seller of the transactions contemplated herebyhereby or thereby, will: : (a) conflict with or violate any provision of the Company Charter charter or the Bylaws; bylaws of such Seller or any of its Subsidiaries; (b) require on the part of the Company any Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) except for any filing, permit, authorization, consent or approval which if not obtained or made or obtained would not have reasonably be expected, individually or in the aggregate, to result in a Business Material Adverse Effect on the Company; Effect; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations or loss of benefits under, create in any party the right to accelerate, terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of the Company Disclosure LetterIndebtedness or Security Interest to which any Seller is a party or by which any Seller is bound or to which any of their respective assets is subject, except for (i) any conflict, breach, default, acceleration, loss of benefit, or right to accelerateterminate or modify that would not reasonably be expected, terminationindividually or in the aggregate, modification, cancellation, to result in a Business Material Adverse Effect or (ii) any notice, consent or waiver that the absence of which would not reasonably be expected expected, individually or in the aggregate, to have result in a Business Material Adverse Effect on the Company; Effect; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunctioninjunction or decree specifically naming, decree, or statute, rule or regulation applicable to the Companyto, any Seller or any of its Subsidiaries or any of their respective properties or assets, other than such conflictsexcept for any violation that would not reasonably be expected, violationsindividually or in the aggregate, defaults, breaches, cancellations or accelerations referred to result in clauses (a) through a Business Material Adverse Effect; or (e) (inclusive) hereof which would not have a Material Adverse Effect result in the creation or imposition of any Security Interest on the Companyany Acquired Asset.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaNRS, neither the execution and delivery by NCR of this Agreement by or the CompanyTransaction Documentation to which it is a party, nor the consummation by the Company NCR of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter organizational documents or the Bylaws; bylaws of NCR (b) require on the part of the Company NCR any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Target’s or Merger Shares, which will be completed by NCR following the Merger Sub’s participation in the transactions contemplated herebyEffective Time, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed or instrument to which NCR is a party or by which either is bound or to which any of their assets are subject, except, in Section 3.4 the case of the Company Disclosure Letterforegoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that cancellation which would not reasonably be expected to have a NCR Material Adverse Effect on and would not reasonably be expected to adversely affect the Company; consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a NCR Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Company; NCR or (e) violate any order, writ, injunction, decree, statute, rule or regulation Laws applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the CompanyNCR.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaNevada Act, neither the execution and delivery by the Parent or MergerCo, as the case may be, of this Agreement by or the CompanyTransaction Documents, nor the consummation by the Company Parent or MergerCo, as the case may be, of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter organizational documents or bylaws of the Bylaws; Parent or MergerCo, as the case may be, (b) require on the part of the Company Parent or MergerCo, as the case may be, any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than required notification to the Financial Industry Regulatory Authority (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby“FINRA”), (ii) those required to be made by the Target or the Merger Subfor which Parent and MergerCo are responsible and which Parent and MergerCo will provide when necessary, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 or instrument to which the Parent or MergerCo, as the case may be, is a party or by which either is bound or to which any of the Company Disclosure Lettertheir assets are subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent modification or waiver that cancellation which would not reasonably be expected to have a Parent Material Adverse Effect on and would not reasonably be expected to adversely affect the Company; (d) result in the imposition of any Security Interest upon any assets consummation of the Company; transactions contemplated hereby or (eii) violate any ordernotice, writ, injunction, decree, statute, rule consent or regulation applicable to waiver the Company, any absence of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not reasonably be expected to have a Parent Material Adverse Effect on and would not reasonably be expected to adversely affect the Company.consummation of

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws laws, the Exchange Act, and to the filing or other regulatory requirements, if any, of any other applicable U.S. or foreign regulatory body and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDelaware General Corporation Law, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement or (in the case of the Buyer) the Escrow Agreement, nor the performance by the CompanyBuyer or the Transitory Subsidiary of their respective obligations hereunder or thereunder, nor the consummation by the Company Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will: will (a) conflict with or violate any provision of the Company Charter charter or By-laws of the Buyer or the Bylaws; Transitory Subsidiary, (b) require on the part of the Company Buyer or the Transitory Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other agreement to which the Company Disclosure LetterBuyer or the Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, modification or cancellation which would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver that the absence of which would not reasonably be expected to have a Material Adverse Effect on adversely affect the Company; consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Buyer or the Transitory Subsidiary or any of its their properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

Noncontravention. Subject to receipt of the Company Stockholder ApprovalThe execution, compliance with the applicable requirements of the Securities Act delivery, and any applicable state securities laws performance by Bargx xx this Agreement and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution Subscription Agreement and delivery of this Agreement by the Company, nor the consummation by the Company it of the transactions contemplated hereby, will: hereby and thereby do not and will not (ai) conflict with or violate result in a violation of any provision of the Company Charter articles of incorporation or the Bylaws; (b) require on the part bylaws or other governing instruments of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebyBargx, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (cxi) conflict with, with or result in a breach violation of any provision of, or constitute (with or without due the giving of notice or lapse the passage of time or both) a default under, result in or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration of, create in any party the right to accelerate, terminate, modify or cancelunder, or require any noticeconsent, consent approval, authorization or waiver underof, or notice to, any contract listed in Section 3.4 party to, any bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other instrument or obligation to which Bargx xx any subsidiary is a party or by which Bargx xx any subsidiary or any of the Company Disclosure Lettertheir respective properties may be bound or any Permit held by Bargx xx any subsidiary, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (diii) result in the creation or imposition of any Security Interest Encumbrance upon the properties of Bargx xx any assets of the Company; subsidiary, or (eiv) violate any orderApplicable Law binding upon Bargx xx any subsidiary, writexcept, injunctionin the case of clauses (ii), decree(iii) and (iv) above, statute, rule or regulation applicable to the Company, for any of its properties or assets, other than such conflicts, violations, defaults, breachesterminations, cancellations cancellations, accelerations, or accelerations referred to in clauses (a) through (e) (inclusive) hereof Encumbrances which would not not, individually or in the aggregate, have a Material Adverse Effect on Bargx, xxd except, for the Companyfiling of Articles of Amendment to Bargx'x Xxxicles of Incorporation as contemplated by Section 4.4 of the Subscription Agreement and, for such consents, approvals, authorizations, and waivers that have been obtained and are unconditional and in full force and effect and such notices that have been duly given.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HART-XXXXX-XXXXXX XXX") and applicable foreign antitrust laws (if any) and the filing of the Articles Certificate of Merger as required by the Commonwealth of VirginiaDelaware General Corporation Law, neither the execution and delivery of this Agreement by the CompanyCompany or any of the Company Stockholders, nor the consummation by the Company or any of the Company Stockholders of the transactions contemplated hereby, will: will (ai) conflict with or violate any provision of the Company Charter charter or By-laws of the Bylaws; Company, (bii) require on the part of the Company or any of the Company Stockholders any filing with, or any permit, authorization, consent or approval of, any Governmental Entitycourt, arbitrational tribunal, administrative agency or commission or other than governmental or regulatory authority or agency (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated herebya "GOVERNMENTAL ENTITY"), (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterLease or Material Contract (as such terms are defined herein), except for to the extent any such conflict, breach, default, acceleration, right to accelerate, termination, modification, modification or cancellation, or the failure to give or obtain any such notice, consent or waiver that waiver, would not reasonably be expected to have a Company Material Adverse Effect on the Company; Effect, (div) result in the imposition of any Security Interest Encumbrance upon the Company Shares or any material assets or properties of the Company; Company or (ev) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties the Company Stockholders or assetsany of their respective assets or properties, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred which violation could reasonably be expected to in clauses (a) through (e) (inclusive) hereof which would not have a Company Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt (a) Except for (1) filing the Certificate of the Company Stockholder Approval, compliance Merger with the applicable requirements New York Department of State and (2) the Securities filings, permits, authorizations, consents and approvals as may be required under the HSR Act or any other Antitrust Laws, the execution, delivery and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery performance of this Agreement by the Company, nor and the consummation by the Company of the transactions contemplated hereby, will: Transactions by Parent and Merger Sub will not (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c1) conflict with, result in or constitute a breach of, constitute violation of or default under (with or without due notice notice, lapse of time or both), give rise to a right of termination, cancellation, renegotiation, modification or acceleration of any obligation or loss of any benefit under or require consent, approval or waiver from any Person in accordance with any provision of the organizational documents of Parent or Merger Sub or (2) conflict with, result in or constitute a material violation of or default under (with or without notice, lapse of time or both) a default under, result in the acceleration of, create in any party the right Law applicable to accelerate, terminate, modify Parent or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterMerger Sub, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that as would not reasonably be expected to to, individually or in the aggregate, have a Parent Material Adverse Effect on Effect. (b) No Permit or Order of, or registration or filing with or declaration or notification to, any Governmental Authority is required by or with respect to Parent or Merger Sub in connection with the Company; (d) result in execution, delivery and performance of this Agreement or the imposition of any Security Interest upon any assets Related Agreements to which it is a party or the consummation of the Company; Transactions, except for (1) the filing of the Certificate of Merger, (2) the filings, permits, authorizations, consents and approvals as may be required under the HSR Act or any other Antitrust Laws, (e3) violate any order, writ, injunction, decree, statute, rule or regulation filings and notices with the United States Securities and Exchange Commission and under securities Laws applicable to the CompanyUltimate Parent, any of its properties and (4) such other Permits, Orders, registrations, filings, declarations, or assetsnotifications which, other than such conflictsif not obtained or made, violations, defaults, breaches, cancellations would not be material to Parent or accelerations referred to in clauses (a) through (e) (inclusive) hereof which Merger Sub and would not have a Material Adverse Effect on material adverse effect upon the Companyability of Parent or Merger Sub to consummate the Transactions.

Noncontravention. Subject to receipt of Assuming all consents, approvals, authorizations and other actions described in Section 5.6 have been obtained, the Company Stockholder Approvalexecution, compliance with the applicable requirements of the Securities Act delivery and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither the execution and delivery performance of this Agreement and the Ancillary Agreements by the CompanySeller, nor the consummation by the Company of the transactions contemplated herebyand their respective Affiliates, will: as applicable, do not (a) conflict with the certificate of incorporation, bylaws or violate any provision other constitutive or governing documents of the Seller, the Company Charter or the Bylaws; their respective Affiliates, (b) require on violate any Law or Order applicable to the part of Seller, the Company any filing withCompany, their respective Affiliates or the Business or by which the Seller, the Company, their respective Affiliates or the Business may be bound or affected, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a any breach of, constitute a default (or an event that, with or without due notice or lapse of time or both, would become a default) under or give to any Person any rights of termination, acceleration, modification, consent, notice or cancellation of, any Material Contract to which the Seller, the Company or their respective Affiliates is a default underparty, result or (d) require approval of any Governmental Entity (it being understood that no representation whatsoever is being made by the Seller or the Company about any approvals that may or may not be required in connection with or under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and that the Seller shall have no liability in connection therewith (including but not limited to pursuant to the actions/inactions being taken by the Purchaser in connection therewith)), except, in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 case of the Company Disclosure Letterimmediately preceding clauses (b), except for any conflict(c) and (d), where such violation, breach, default, acceleration, right to accelerate, termination, modificationacceleration or cancellation would not, cancellationindividually or in the aggregate, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on materially impair the Company; (d) result in Seller’s ability to consummate the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Companytransactions contemplated by this Agreement.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable ---------------- requirements of the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Xxxx-Xxxxx-Xxxxxx Act") and any applicable state securities laws and except as set forth on Section 2.3 of --------------------- ----------- the filing of the Articles of Merger as required by the Commonwealth of VirginiaDisclosure Schedule, neither the execution and delivery of this Agreement by the CompanySeller, nor the consummation by the Company Seller of the transactions contemplated hereby, will: : (a) conflict with or violate any provision of the Company Charter charter or the Bylaws; bylaws of Seller; (b) require on the part of the Company Seller any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) except for any filing, permit, ------------------- authorization, consent or approval which if not obtained or made or obtained would not reasonably be expected to have a Business Material Adverse Effect on the Company; Effect; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of the Company Disclosure Letterindebtedness, Security Interest or other arrangement to which Seller is a party or by which Seller is bound or to which any of its assets are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Business Material Adverse Effect on the Company; Effect. For purposes of this Agreement, "Security -------- Interest" means any mortgage, pledge, security interest, encumbrance, charge or -------- other lien (d) result in the imposition whether arising by contract or by operation of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assetslaw), other than such conflicts(i) mechanic's, violationsmaterialmen's, defaultslandlord's and similar liens, breaches(ii) liens arising under worker's compensation, cancellations unemployment insurance, social security, retirement and similar legislation, (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business consistent in all material respects with past custom and practice of the Business ("Ordinary Course of Business"), (iv) liens for Taxes not yet due and --------------------------- payable, (v) liens for Taxes which are being contested in good faith and by appropriate proceedings, and (vi) liens relating to capitalized lease financings or accelerations referred to purchase money financings that have been entered into in clauses the Ordinary Course of Business, and (avii) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.liens arising solely by action of Buyer;

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and the delivery of this Agreement by the Company, Transaction Documents nor the consummation by the Company of the transactions contemplated herebythereby (including the assignments referred to in Article I above), will: will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which PRTI is subject, (ii) violate any provision of the Company Charter articles of incorporation or the Bylaws; (b) require on the part bylaws of the Company any filing with, PRTI or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required to be made by the Target or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver under, other arrangement to which PRTI is a party or by which it is bound or to which any contract listed of its assets is subject (or result in Section 3.4 the imposition of the Company Disclosure Letterany security interest upon any of its assets), except for any where the violation, conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or waiver that security interest has been waived in writing or otherwise would not reasonably be expected not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated thereby, (y) have or result in a material adverse effect on the Acquired Assets or (z) adversely impair PRTI's ability to have perform fully on a timely basis its obligations under any Transaction Document (any of (x), (y) or (z) a Material Adverse Effect on the Company; (d) result Effect). Assuming satisfaction of all relevant conditions in the imposition Article IV, PRTI does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Security Interest upon any assets of government or governmental agency in order for the Company; or Parties to consummate the transactions contemplated by this Agreement (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to including the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations assignments referred to in clauses (a) through (e) (inclusive) hereof which Article II above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of VirginiaDGCL, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement by the CompanyAgreement, nor the consummation by the Company Buyer or the Transitory Subsidiary of the transactions contemplated hereby, will: will (a) conflict with or violate any provision of the Company Charter charter or By-laws of the Buyer or the Bylaws; Transitory Subsidiary, (b) require on the part of the Company Buyer or the Transitory Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of except where the Target’s or the Merger Sub’s participation in the transactions contemplated hereby, (ii) those required failure to be made by the Target provide such notice or the Merger Sub, and (iii) obtain any filing, such permit, authorization, consent or approval which if approval, individually or in the aggregate, has not made or obtained had and would not reasonably be expected to have a Buyer Material Adverse Effect on the Company; Effect, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material contract listed in Section 3.4 or instrument to which the Buyer or the Transitory Subsidiary is a party or by which either is bound or to which any of the Company Disclosure Letter, their assets are subject except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, modification or cancellation which would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver that the absence of which would not reasonably be expected to have a Material Adverse Effect on adversely affect the Company; consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Buyer or the Transitory Subsidiary or any of its their properties or assets, other than except where any such conflictsviolation, violationsindividually or in the aggregate, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which has not had and would not reasonably be expected to have a Buyer Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery by Parent and Merger Sub of this Agreement by the CompanyAgreement, nor the consummation by the Company Parent or Merger Sub of any of the transactions contemplated hereby, will: : (a) conflict with or violate any provision of the Company Charter certificate of incorporation or bylaws of Parent or the Bylaws; certificate of incorporation or bylaws of Merger Sub; (b) require on the part of the Company Parent or Merger Sub any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Entity, other than except for (i) those required solely by reason compliance with the applicable requirements of the Target’s HSR and applicable foreign antitrust or the Merger Sub’s participation in the transactions contemplated herebytrade regulation Laws, (ii) those required to be made the filing by Parent of such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Target or SEC thereunder, as may be required in connection with this Agreement, the Merger Suband the other transactions contemplated by this Agreement, and (iii) any registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would could not have reasonably be expected to result in a material adverse effect on Parent’s or Merger Sub’s ability to consummate the Merger or any of the other transactions contemplated hereby (a “Parent Material Adverse Effect on the Company; Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure LetterContract to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound, except for (i) any conflict, breach, default, acceleration, acceleration or right to accelerate, termination, modification, cancellation, terminate or modify that could not reasonably be expected to result in a Parent Material Adverse Effect or (ii) any notice, consent or waiver that would the failure of which to make or obtain could not reasonably be expected to have result in a Parent Material Adverse Effect on the Company; Effect; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule injunction or regulation decree applicable to the Company, Parent or Merger Sub or any of its properties their respective material Assets or assetsmaterial IP Rights, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred except for any violation that could not reasonably be expected to result in clauses (a) through a Parent Material Adverse Effect; or (e) (inclusive) hereof which would violate any Law applicable to Parent or Merger Sub or any of their respective IP Rights or material Assets, except for any violation that could not have reasonably be expected to result in a Parent Material Adverse Effect on the CompanyEffect.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery by Purchaser and Merger Sub of this Agreement by the CompanyAgreement, nor the consummation by the Company Purchaser or Merger Sub of any of the transactions contemplated hereby, will: : (a) conflict with or violate any provision of the Company Charter certificate of incorporation or bylaws of Purchaser or the Bylaws; certificate of incorporation or bylaws of Merger Sub; (b) require on the part of the Company Purchaser or Merger Sub any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental EntityAuthority, other than except for (i) those required solely by reason compliance with the applicable requirements of the Target’s HSR and applicable foreign antitrust or the Merger Sub’s participation in the transactions contemplated herebytrade regulation laws, (ii) those required to be made the extent applicable, the filing by Purchaser of such reports and information with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Target or SEC thereunder, as may be required in connection with this Agreement, the Merger Suband the other transactions contemplated by this Agreement, and (iii) any registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have a material adverse effect on Purchaser’s or Merger Sub’s ability to consummate the Merger or any of the other transactions contemplated hereby (a “Purchaser Material Adverse Effect on the Company; Effect”); (c) conflict withviolate any order, result in a breach ofwrit, constitute (with injunction or without due notice decree applicable to Purchaser or lapse Merger Sub or any of time their respective properties or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letterassets, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver violation that would not reasonably be expected to have a Purchaser Material Adverse Effect on the CompanyEffect; or (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Purchaser or Merger Sub or any of its their respective properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which except for any violation that would not have reasonably be expected to result in a Purchaser Material Adverse Effect on the Company.Effect; or

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither (a) Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company of the Merger and the other transactions contemplated hereby, will: (a) conflict , with or without the giving of notice or the lapse of time or both, (i) violate any provision of the Company Charter certificate of incorporation or by-laws (or comparable organization documents, as applicable) of Xxxx-Xxxxx or any of the Xxxx-Xxxxx Subsidiaries, (ii) give rise to any appraisal or other dissenters rights of any Xxxx-Xxxxx Stockholder, (iii) assuming compliance with the filing and notice requirements set forth in Sections 4.5(b)(i) through (vi) and receipt of applicable approvals thereunder, violate any Law applicable to Xxxx-Xxxxx or any of the Xxxx-Xxxxx Subsidiaries on the date hereof or require any filing or registration with, or the Bylaws; giving of any notice to, any Governmental Entity by Xxxx-Xxxxx or any of the Xxxx-Xxxxx Subsidiaries, (iv) result in a violation or breach of, constitute a default under, give rise to any right of modification of any obligations or the loss of any benefit under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or otherwise violate any Xxxx-Xxxxx Material Contract or Permit held by Xxxx-Xxxxx or any of the Xxxx-Xxxxx Subsidiaries or (v) result in the creation of any Lien (other than Permitted Liens) on any properties, rights or assets of Xxxx-Xxxxx or any of the Xxxx-Xxxxx Subsidiaries, except in the case of clauses (iv) Table of Contents and (v) to the extent that any such violation or requirement that, individually or in the aggregate, has not had and would not reasonably be expected to have, a Xxxx-Xxxxx Material Adverse Effect. (b) require on the part None of the Company execution and delivery of this Agreement, nor the consummation of the Merger and the other transactions contemplated hereby (with or without the giving of notice or the lapse of time or both), nor the performance of this Agreement by Xxxx-Xxxxx will require any filing withOrder or Permit of, or any permit, authorization, consent filing with or approval ofnotification to, any Governmental Entity, other than except for (i) those required solely by reason (A) the filing with the SEC of the Target’s or Joint Proxy Statement, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act, of the Registration Statement, and (C) such other filings under and in compliance with the Securities Act and the Exchange Act as may be required in connection with this Agreement, the Merger Sub’s participation in and the other transactions contemplated herebyby this Agreement, (ii) those such filings as may be required under the HSR Act or Other Antitrust Laws, (iii) the filing and recordation of appropriate merger or other documents as required by the DGCL and by relevant authorities of other jurisdictions in which Xxxx-Xxxxx is qualified to do business (including the filing of the Certificate of Merger), (iv) such Consents from, or registrations, declarations, notices or filings made to or with, any Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, (v) such filings with and approvals of NASDAQ as are required to be made by permit the Target or listing of the Merger SubConsideration, and (iiivi) any filingsuch other Orders, permitPermits, authorization, consent or approval filings and notifications which if not obtained or made or obtained would not have a Material Adverse Effect on the Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letter, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect material and adverse effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or (e) violate any orderXxxx-Xxxxx and its Subsidiaries, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have taken as a Material Adverse Effect on the Companywhole.

Noncontravention. Subject to receipt of the Company Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the Commonwealth of Virginia, neither Neither the execution and delivery by Acquiror and Merger Sub of this Agreement by the CompanyAgreement, nor the consummation by the Company Acquiror or Merger Sub of any of the transactions contemplated hereby, will: : (a) conflict with or violate any provision of the Company Charter certificate of incorporation or bylaws of Acquiror or the Bylaws; certificate of incorporation or bylaws of Merger Sub; (b) require on the part of the Company Acquiror or Merger Sub any registration, declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental Entity, other than except for (i) those required solely by reason compliance with the applicable requirements of the Target’s HSR and applicable foreign antitrust or the Merger Sub’s participation in the transactions contemplated herebytrade regulation laws, (ii) those required to be made the filing by Acquiror of such reports and information with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Target or SEC thereunder, as may be required in connection with this Agreement, the Merger Suband the other transactions contemplated by this Agreement, and (iii) any registration, declaration, filing, permit, order, authorization, consent or approval which if not made or obtained would not reasonably be expected to have a material adverse effect on Acquiror’s or Merger Sub’s ability to consummate the Merger or any of the other transactions contemplated hereby (an "Acquiror Material Adverse Effect on the Company; Effect"); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract listed in Section 3.4 of the Company Disclosure Letteror agreement to which Acquiror or Merger Sub is a party or by which Acquiror or Merger Sub is bound, except for (i) any conflict, breach, default, acceleration, acceleration or right to accelerate, termination, modification, cancellation, terminate or modify that would not reasonably be expected to result in an Acquiror Material Adverse Effect or (ii) any notice, consent or waiver waiver, the failure of which to make or obtain would not reasonably be expected to result in an Acquiror Material Adverse Effect; (d) violate any order, writ, injunction or decree applicable to Acquiror or Merger Sub or any of their respective properties or assets, except for any violation that would not reasonably be expected to have a an Acquiror Material Adverse Effect on the Company; (d) result in the imposition of any Security Interest upon any assets of the Company; or Effect; (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Acquiror or Merger Sub or any of its their respective properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which except for any violation that would not have a reasonably be expected to result in an Acquiror Material Adverse Effect on the CompanyEffect; or (f) render Acquiror insolvent or unable to pay its debts as they become due.