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

Required Filings and Consents; Non-Contravention. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the performance by each of Parent and Merger Sub of their respective covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other similar organizational documents of Parent or Merger Sub, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Laws applicable to Parent or Merger Sub or by which any of their respective properties or assets are bound, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Parent or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which the Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties is bound or affected, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations in all material respects pursuant to this Agreement.

Required Filings and Consents; Non-Contravention. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the performance by each of Parent and Merger Sub of their respective covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other similar organizational documents of Parent or Merger Sub, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) of the Parent Disclosure Letter, conflict with or violate any Laws Law applicable to Parent or Merger Sub or by which any of their respective properties is bound or assets are boundaffected, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Parent or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of the Company Parent, Merger Sub or any of its their respective Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which the Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties is bound or affected, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations in all material respects pursuant to this Agreement.

Required Filings and Consents; Non-Contravention. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the performance by each of Parent and Merger Sub of their respective covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other similar organizational documents of Parent or Merger Sub, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Laws applicable to Parent or Merger Sub or by which any of their respective properties or assets are bound, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Parent or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which the Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties is bound or affected, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to delay the consummation of the Offer or the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations in all material respects pursuant to this Agreement.

Required Filings and Consents; Non-Contravention. (a) The execution and delivery by each of Parent and Merger Sub the Company of this Agreement do does not, and the performance by each the Company of Parent and Merger Sub of their respective its covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub the Company of the transactions contemplated by this Agreement Transactions will not, (i) assuming receipt of the Requisite Shareholder Approval, conflict with or violate any provision the Amended and Restated Articles of Association of the certificate of incorporationCompany (the “Articles”), bylaws or other similar organizational documents of Parent or Merger Sub, any Company Subsidiary Documents; (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Laws Law applicable to Parent the Company or Merger Sub any of its Subsidiaries or by which its or any of their respective properties is bound or assets are bound, or affected; (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Parent the Company’s or Merger Sub’s any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permitPermit, franchise or other instrument or obligation to which Parent the Company or Merger Sub any of its Subsidiaries is a party or by which the Parent Company or Merger Sub any of its Subsidiaries or by which Parentits or any of their properties is bound or affected; or (iv) give rise to or result in any person having, Merger Sub or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any share capital of the Company or any of its Subsidiaries or any of their respective properties is bound assets or affectedproperties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to delay have, individually or in the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations in all material respects pursuant to this Agreementaggregate, a Company Material Adverse Effect.

Required Filings and Consents; Non-Contravention. (a) The execution and delivery by each of Parent and Merger Sub the Company of this Agreement do does not, and the performance by each the Company of Parent and Merger Sub of their respective its covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub the Company of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Stockholder Approval, conflict with or violate any provision the Charter or the Amended and Restated Bylaws of the certificate of incorporationCompany (the “Bylaws”), bylaws or other similar organizational documents of Parent or Merger Subany Company Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) 2.3(b), conflict with or violate any Laws Law applicable to Parent the Company or Merger Sub any of its Subsidiaries or by which its or any of their respective properties is bound or assets are boundaffected, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Parent the Company’s or Merger Sub’s any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent the Company or Merger Sub any of its Subsidiaries is a party or by which the Parent Company or Merger Sub any of its Subsidiaries or by which Parent, Merger Sub its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations in all material respects pursuant to this Agreementhave a Company Material Adverse Effect.

Required Filings and Consents; Non-Contravention. (a) The execution and delivery by each of Parent and Merger Sub the Company of this Agreement do does not, and the performance by each the Company of Parent and Merger Sub of their respective its covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub the Company of the transactions contemplated by this Agreement will not, (i) conflict with or violate any provision the Charter or the Amended and Restated Bylaws of the certificate of incorporationCompany (the “Bylaws”), bylaws or other similar organizational documents of Parent or Merger Subany Company Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) ), conflict with or violate any Laws Law applicable to Parent the Company or Merger Sub any of its Subsidiaries or by which its or any of their respective properties is bound or assets are boundaffected, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Parent the Company’s or Merger Sub’s any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any noteMaterial Contract, bondor (iv) give rise to or result in any person having, mortgageor having the right to exercise, indentureany preemptive rights, contractrights of first refusal, agreement, lease, license, permit, franchise rights to acquire or other instrument similar rights with respect to any capital stock of the Company or obligation to which Parent or Merger Sub is a party or by which the Parent or Merger Sub or by which Parent, Merger Sub any of its Subsidiaries or any of their respective properties is bound assets or affectedproperties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations in all material respects pursuant to this Agreementhave a Company Material Adverse Effect.

Required Filings and Consents; Non-Contravention. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement do not, and the performance by each of Parent and Merger Sub of their respective covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement Transactions will not, (i) conflict with or violate any provision of the certificate of incorporation, bylaws or other similar organizational documents of Parent or Merger Sub, ; (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) conflict with or violate any Laws applicable to Parent or Merger Sub or by which any of their respective properties or assets are bound, bound or affected; or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Parent or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which the Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties is bound or affected, except in the case of the preceding clauses (ii) through and (iviii), inclusive, as would not reasonably be expected to delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations in all material respects pursuant to this Agreement.

Required Filings and Consents; Non-Contravention. (a) The execution and delivery by each of Parent and Merger Sub the Company of this Agreement do does not, and the performance by each the Company of Parent and Merger Sub of their respective its covenants and agreements under this Agreement and the consummation by each of Parent and Merger Sub the Company of the transactions contemplated by this Agreement will not, (i) assuming receipt of the Requisite Stockholder Approval, conflict with or violate any provision the Charter or the Amended and Restated Bylaws of the certificate of incorporationCompany (the “Bylaws”), bylaws or other similar organizational documents of Parent or Merger Subany Company Subsidiary Documents, (ii) assuming receipt of the government approvals contemplated by Section 3.3(b) ), conflict with or violate any Laws Law applicable to Parent the Company or Merger Sub any of its Subsidiaries or by which its or any of their respective properties is bound or assets are boundaffected, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair Parent the Company’s or Merger Sub’s any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent the Company or Merger Sub any of its Subsidiaries is a party or by which the Parent Company or Merger Sub any of its Subsidiaries or by which Parent, Merger Sub its or any of their respective properties is bound or affected, or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not reasonably be expected to delay the consummation of the Merger or the ability of Parent and Merger Sub to perform their respective covenants and obligations in all material respects pursuant to this Agreementhave a Company Material Adverse Effect.