Common use of Valid and Enforceable Agreements; No Violations Clause in Contracts

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture, in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Convertible Notes, and the Indenture, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares and consummation of the Purchase will not violate, conflict with or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or affect the Company’s ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture, substantially in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and the Guarantors and will govern the terms of the Convertible New Notes, and the Indenture, when duly executed and delivered in accordance with its terms by each of the parties thereto, Indenture will constitute a legal, valid and binding obligation of the CompanyCompany and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares Indenture and consummation of the Purchase Exchange will not violate, conflict with or result in a breach of or default under (ai) the charter, bylaws or other organizational documents of the CompanyCompany or any of the Guarantors, (bii) any agreement or instrument to which the Company or any of the Guarantors is a party or by which the Company or any of its the Guarantors or any of their respective assets are bound, or (ciii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in Company or any of the case of clauses (b) and (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or affect the Company’s ability to consummate the transactions contemplated hereby in any material respectGuarantors.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture, in the form of Exhibit B hereto, Indenture will have been duly executed and delivered by the Company and will govern the terms of the Convertible Notes, and the Indenture, when duly executed and delivered in accordance with its terms by each of the parties thereto, Indenture will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares Indenture and consummation of the Purchase sale of Notes will not violate, conflict with or result in a breach of or default under (ai) the charter, bylaws or other organizational documents of the Company, (bii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (ciii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of for such violations, conflicts or breaches under clauses (bii) and (c), where such violations, conflicts, breaches or defaults iii) above that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, properties, assets, liabilities, operations, prospects, financial position or results of operations of the Company and its subsidiaries, taken as a whole, or affect on its performance of its obligations under this Agreement, the Notes or the Indenture or on the Company’s ability to timely consummate the transactions contemplated hereby in any material respectthereby.

Valid and Enforceable Agreements; No Violations. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company and constitutes a constitute (assuming, with respect to this Agreement and the Registration Rights Agreement, due authorization, execution and delivery hereof and thereof by the Holder) legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture, in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Convertible Notes, and the Indenture, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their respective terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, Agreement and the Indentureother Transaction Documents, the issuance of the Purchased 2018 Exchange Notes, the reservation for issuance and issuance of any the shares of Common Stock pursuant to the terms of the 2018 Exchange Notes (the "2018 Exchange Conversion Shares Shares") and the consummation of the Purchase Exchange will not violate, conflict with or result in a breach of or default under (ai) the charter, bylaws or other organizational documents of the Company, (bii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (ciii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (bii) and or (c)iii) above only, where such violations, conflicts, breaches or defaults would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse Effect, or affect the Company’s ability to consummate the transactions contemplated hereby in any material respectEffect (as defined below).

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture, substantially in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Convertible Notes, and the Indenture, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares Indenture and consummation of the Purchase will not violate, conflict with or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a whole, or affect the Company’s ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement, the Indenture and the Security Agreement has have been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their respective terms, except that as such enforcement may be subject to the Enforceability Exceptions. At the ClosingUpon execution and delivery, the IndentureNew Notes, in the form of Exhibit B heretoWarrant, will have been duly executed and delivered by the Company and will govern the terms of the Convertible NotesRegistration Rights Agreement, and the IndentureSupplemental Indentures (this Agreement, when duly executed together with the New Notes, the Warrant, the Registration Rights Agreement, and delivered in accordance with its terms by each of the parties theretoSupplemental Indentures, collectively, the “Transaction Documents”) will constitute a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that as such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance The execution and delivery of the Purchased Notes, the issuance of any Conversion Shares Transaction Documents and consummation of the Purchase transactions contemplated thereby will not violate, conflict with or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial position, business or results of operations of the Company and its subsidiaries, taken as a whole or affect the Company’s ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture, in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Convertible Notes, and the Indenture, when duly executed and delivered in accordance with its terms by each of the parties thereto, Indenture will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares Indenture and consummation of the Purchase sale of Notes will not violate, conflict with or result in a breach of or default under (ai) the charter, bylaws or other organizational documents of the Company, (bii) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (ciii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of for such violations, conflicts or breaches under clauses (bii) and (c), where such violations, conflicts, breaches or defaults iii) above that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial position, results of operations or affect prospects of the Company’s ability to consummate Company and its subsidiaries taken as a whole or on its performance of its obligations under this Agreement, the Notes or the Indenture or on the consummation of the transactions contemplated hereby in any material respectthereby.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforcement may be subject to the Enforceability Exceptions. At the ClosingUpon execution and delivery, the Indenture, in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Convertible New Notes, the Security Agreement, the Registration Rights Agreement, the Board Observer Agreement, the Supplemental Indenture and (if applicable) the Warrants (this Agreement, together with the Indenture, when duly executed the New Notes, the Security Agreement, the Registration Rights Agreement, the Board Observer Agreement, the Supplemental Indenture and delivered in accordance with its terms by each of (if applicable), the parties theretoWarrants, collectively, the “Transaction Documents”) will constitute a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that as such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance The execution and delivery of the Purchased Notes, the issuance of any Conversion Shares Transaction Documents and consummation of the Purchase transactions contemplated thereby will not violate, conflict with or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial position, business or results of operations of the Company and its subsidiaries, taken as a whole or affect the Company’s ability to consummate the transactions contemplated hereby Transactions in any material respect. The Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforcement may be subject to the Enforceability Exceptions. At the ClosingUpon execution and delivery, the Indenture, in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Convertible New Notes, the Security Agreement, the Warrants, the Registration Rights Agreement, the Board Observer Agreement and the Supplemental Indenture (this Agreement, together with the Indenture, when duly executed the New Notes, the Security Agreement, the Warrants, the Registration Rights Agreement, the Board Observer Agreement and delivered in accordance with its terms by each of the parties theretoSupplemental Indenture, collectively, the “Transaction Documents”) will constitute a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that as such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance The execution and delivery of the Purchased Notes, the issuance of any Conversion Shares Transaction Documents and consummation of the Purchase transactions contemplated thereby will not violate, conflict with or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial position, business or results of operations of the Company and its subsidiaries, taken as a whole or affect the Company’s ability to consummate the transactions contemplated hereby Transactions in any material respect. The Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture, in the form of attached hereto as Exhibit B heretoB, will have been duly executed and delivered by the Company and will govern the terms of the Convertible Notes, and the Indenture, when as duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares and consummation of the Purchase will not violate, conflict with or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or affect the Company’s ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture, substantially in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Convertible New Notes, and and, assuming that the Indenture, when Indenture has been duly executed and delivered in accordance with its terms by each of the parties theretoTrustee, the Indenture will constitute a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares Indenture and consummation of the Purchase Exchange will not violate, conflict with or result in a breach of or default under (a) the charterarticles of incorporation, bylaws code of regulations or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or not adversely affect the Company’s business or its ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the IndentureNote, substantially in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Convertible NotesCompany, and the Indenture, when duly executed and delivered in accordance with its terms by each of the parties thereto, Note will constitute a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, Note and the issuance of the Purchased Notes, the issuance of any Conversion Shares and consummation of the Purchase will not violate, conflict with or result in a breach of or default under (a) the memorandum and articles of association, charter, bylaws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or not affect the Company’s business or ability to consummate the transactions contemplated hereby in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, each of the Indenture, Base Indenture and the Supplemental Indenture substantially in the form of attached hereto as Exhibit B hereto, will have been duly executed and delivered by the Company and Company. The Indenture will govern the terms of the Convertible NotesNew Notes (including the terms under which the Conversion Shares will be issued), and the Indenture, when duly executed upon execution and delivered in accordance with its terms delivery of the Base Indenture and the Supplemental Indenture by each of the parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares Indenture and consummation of the Purchase Transactions will not violate, conflict with or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have be adverse in any material respect on (i) the financial position or results of operations of the Company and its subsidiaries, taken as a Material Adverse Effect, whole or affect (ii) the Company’s ability to consummate the transactions contemplated hereby in any material respectTransactions.

Valid and Enforceable Agreements; No Violations. This Agreement, the Indenture and the Security Agreement has have been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their respective terms, except that as such enforcement may be subject to the Enforceability Exceptions. At Upon execution and delivery, the ClosingNew Notes, the Registration Rights Agreement, and the Supplemental Indentures (this Agreement, together with the Indenture, in the form of Exhibit B heretoNew Notes, will have been duly executed and delivered by the Company and will govern Security Agreement, the terms of the Convertible NotesRegistration Rights Agreement, and the IndentureSupplemental Indentures, when duly executed and delivered in accordance with its terms by each of collectively, the parties thereto, “Transaction Documents”) will constitute a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that as such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance The execution and delivery of the Purchased Notes, the issuance of any Conversion Shares Transaction Documents and consummation of the Purchase transactions contemplated thereby will not violate, conflict with or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial position, business or results of operations of the Company and its subsidiaries, taken as a whole or affect the Company’s ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforcement may be subject to the Enforceability Exceptions. At the ClosingUpon execution and delivery, the Indenture, in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Convertible Notes, Warrants and the IndentureIRA Amendment (as defined below) (this Agreement, when duly executed together with the Warrants and delivered in accordance with its terms by each of the parties theretoIRA Amendment, collectively, the “Transaction Documents”) will constitute a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, except that as such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance The execution and delivery of the Purchased Notes, the issuance of any Conversion Shares Transaction Documents and consummation of the Purchase transactions contemplated thereby will not violate, conflict with or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial position, business or results of operations of the Company and its subsidiaries, taken as a whole or affect the Company’s ability to consummate the transactions contemplated hereby Transactions in any material respect.

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture, in the form of Exhibit B hereto, will have been duly executed and delivered by the Company and will govern the terms of the Convertible Notes, and the Indenture, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares Agreement and consummation of the Purchase Transactions by the Company will not violate, conflict with or result in a breach of or default under (a) the chartercertificate of incorporation, bylaws or other organizational documents of the Company, (b) any material agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound, or (c) assuming the truth and accuracy of the representations and warranties and compliance with the covenants and agreements of the Undersigned and the Holders herein, any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the financial position or results of operations of the Company and its subsidiaries, taken as a whole, or affect the Company’s ability to consummate the transactions contemplated hereby Transactions in any material respect.. Article IV

Valid and Enforceable Agreements; No Violations. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. At the Closing, the Indenture, Third Supplemental Indenture in the form of attached hereto as Exhibit B hereto, will have been duly executed and delivered by the Company and Company. The Indenture will govern the terms of the Convertible NotesNew Notes (including the terms under which the Conversion Shares will be issued), and the Indenture, when duly executed and delivered in accordance with its terms by each upon execution of the parties theretoThird Supplemental Indenture, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. This Agreement, the Indenture, the issuance of the Purchased Notes, the issuance of any Conversion Shares Indenture and consummation of the Purchase Transactions will not violate, conflict with with, require consent under or result in a breach of or default under (a) the charter, bylaws or other organizational documents of the Company, (b) any agreement or instrument to which the Company is a party or by which the Company or any of its their respective assets are bound, or (c) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Company, except in the case of clauses (b) and or (c), where such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have be adverse in any material respect on (i) the financial position or results of operations of the Company and its subsidiaries, taken as a Material Adverse Effect, whole or affect (ii) the Company’s ability to consummate the transactions contemplated hereby Transactions in any material respect.