Common use of Consents and Approvals; No Violations Clause in Contracts

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for (a) approval of the Merger by the requisite Stockholders and (b) filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. the Company nor the consummation of the transactions contemplated hereby will (i) violate any provision of the its certificate of incorporation or by-laws of Parent or Acquisition Corp.laws; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien encumbrance upon any of the properties of Parent the Company or Acquisition Corp. any of its subsidiaries under any Contract material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument (collectively, “Contract”) to which Parent the Company or Acquisition Corp. any its subsidiaries or any of their respective properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent the Company or any subsidiary of Parent, its subsidiaries; or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Company or any of Parent or Acquisition Corp. its subsidiaries or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for (a) approval of the Merger by the requisite Stockholders and (b) filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. the Company nor the consummation of the transactions contemplated hereby will (i) violate any provision of the its certificate of incorporation or by-laws of Parent or Acquisition Corp.laws; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien encumbrance upon any of the properties of Parent the Company or Acquisition Corp. any of its subsidiaries under any Contract material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument (collectively, “Contract”) to which Parent the Company or Acquisition Corp. any its subsidiaries or any of their respective properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent the Company or any subsidiary of Parent, its subsidiaries; or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Company or any of Parent or Acquisition Corp. its subsidiaries or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate articles of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, The execution and delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor Sub do not, and the performance by Parent and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby will not, (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; Sub, in each case, as currently in effect, (ii) violateassuming compliance with the matters referred to in Section 5.3(iv)(A)-(C), require any consent by any Person under, conflict with or result in a violation or breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, require the consent any Contract to which Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, or result in the creation of any Lien in or upon any of the properties properties, rights or assets of Parent or Acquisition Corp. under Sub, (iii) violate any Contract Law applicable to which Parent or Acquisition Corp. Parent, any of its Subsidiaries or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parentassets, or (iv) violate any orderother than in connection with or compliance with (A) the HSR Act and other Antitrust Laws, writ(B) Nasdaq Rules and listing standards, judgmentand (C) the Exchange Act and the Securities Act, injunction, decree, law, statute, rule or regulation applicable to any require on the part of Parent or Acquisition Corp. Sub any filing or registration with or notification to, or require Parent to obtain any of their respective properties authorization, consent or assets; exceptapproval of, any Governmental Entity, except in the cases case of clauses (ii), (iii) and (iv), any for such violations, conflicts, breaches, breaches or defaults or encumbrancesthat, or any filings, registrations, notifications, authorizations, consents or approvals the failure to receive any such Consent, approval or authorization, or of which to make any such noticeor obtain, declaration, filing or registration as will would not result in, or could reasonably be expected to result inhave, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the 34 29 filing with the SEC of the certificate Offer Documents), the Merger Control Laws, the DGCL and the laws of merger with the Secretary of State of the State of Nevadaother states in which Parent is qualified to do or is doing business, neither the execution, delivery or and performance of this Agreement by either of Parent and Acquisition Corp. Sub, nor the consummation by Parent and Sub of the transactions contemplated hereby and thereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a any breach of any provision of the respective certificate of incorporation or bylaws of Parent or Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultamendment, cancellation or acceleration) under, require the consent of or result in the creation of any Lien upon any of the properties terms, conditions or provisions of Parent any note, bond, mortgage, indenture, lease, license, contract, agreement or Acquisition Corp. under any Contract other instrument or obligation to which Parent or Acquisition Corp. any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, bound or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Parent or any of Parent or Acquisition Corp. its subsidiaries or any of their respective properties or assets; except, except in the cases case of clauses (ii), (iii) and (iv), any such ) for violations, conflicts, breaches, breaches or defaults that individually or encumbrances, in the aggregate would not prevent or any failure to receive any such Consent, approval materially delay the consummation of the Offer or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effectthe Merger.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither (a) Neither the execution, delivery or and performance of this Agreement or the Stock Option Agreement by either of Parent and Acquisition Corp. nor the consummation by Parent of the transactions contemplated hereby or thereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a any breach of any provision of, require any consent, waiver or constitute a default (or an event whichnotice under any term of, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation reduction, loss, or cancellation of any Lien upon benefit or the creation or acceleration of any right or obligation under (i) any provision of the respective certificate of incorporation or bylaws (or similar governing documents) of (x) Parent or (y) any of Parent's Subsidiaries, (ii) any of the properties terms, conditions or provisions of Parent any note, bond, mortgage, indenture, lease, license, contract, agreement or Acquisition Corp. under any Contract other instrument or obligation to which Parent or Acquisition Corp. or any of their properties may be bound; (iii) require any Consent, approval its Subsidiaries is a party or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to which any of Parent or Acquisition Corp. them or any of their respective properties or assets; exceptassets may be bound or (iii) any Law applicable to Parent or any of its Subsidiaries or any of their respective properties or assets (assuming the making by the Company of all required filings with, and the receipt by the Company of all required permits, authorizations, consents and approvals of all applicable Governmental Entities), except in the cases of clauses case of, (iii) (y), (ii) or (iii) and (iv), any such for violations, conflicts, breaches, breaches or defaults which do not or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will would not result in, or could reasonably be expected to result inhave, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent.

Consents and Approvals; No Violations. Except for filing None of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor Purchaser, the consummation by Parent and Purchaser of the transactions contemplated hereby Transactions or compliance by Parent or Purchaser with any of the provisions of this Agreement will (ia) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a any breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties organizational documents of Parent or Acquisition Corp. under Purchaser, (b) require any Contract to which filing by Parent or Acquisition Corp. Purchaser with, or the permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of their properties the Exchange Act, (ii) any filings as may be bound; required under the DGCL in connection with the Merger, (iii) require filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parentother Required Governmental Approvals, or (iv) such filings with the SEC or the NYSE as may be required on behalf of Purchaser and Parent in connection with this Agreement and the Offer and the Merger), or (c) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Parent or Purchaser, any of Parent or Acquisition Corp. their Subsidiaries, or any of their respective properties or assets; except, except in the cases case of clauses clause (iib) or (c), (iii) and (iv), any such violations, conflictsbreaches or defaults which would not, breachesindividually or in the aggregate, defaults impair in any material respect the ability of each Parent or encumbrancesPurchaser to perform its obligations under this Agreement, as the case may be, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effectprevent the consummation of the Transactions.

Consents and Approvals; No Violations. Except for filing the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the DGCL, none of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor or Purchaser, the consummation by Parent or Purchaser of the transactions contemplated hereby Transactions or compliance by Parent or Purchaser with any of the provisions hereof will (i) violate conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or Acquisition Corp.; Purchaser, (ii) violaterequire any filing with, conflict with or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, require the consent of or result in the creation of any Lien upon any of the properties terms, conditions or provisions of Parent any note, bond, mortgage, indenture, lease, license, contract, agreement or Acquisition Corp. under any Contract other instrument or obligation to which Parent Parent, or Acquisition Corp. any of its Subsidiaries or Purchaser is a party or by which any of them or any of their respective properties or assets may be bound; bound (iii) require any Consentincluding specifically that certain Asset Purchase Agreement, approval or authorization ofdated as of October 18, or notice to2000, or declarationbetween Parent and Apex Site Management, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of ParentInc.), or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Parent, any of Parent or Acquisition Corp. its Subsidiaries or any of their respective properties or assets; except, in excluding from the cases of foregoing clauses (ii), (iii) and (iv), any ) such violations, conflictsbreaches or defaults which would not, breachesindividually or in the aggregate, defaults or encumbranceshave a material adverse effect on Parent and its Subsidiaries, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration taken as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, The execution and delivery or performance of this Agreement by either Newco does not, and the performance by Newco of Parent its obligations under this Agreement and Acquisition Corp. nor the consummation by Newco of the transactions contemplated hereby Transactions required to be consummated by Newco will not; (ia) violate any provision of the certificate organizational documents, as amended, of incorporation or by-laws of Parent or Acquisition Corp.Newco; (iib) violaterequire any consent by any Person under, conflict with or result in a violation or breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute cancellation or acceleration) under any Contract to which Newco is a default) under, require the consent party or by which it or any of its properties or assets is bound or result in the creation of any Lien Encumbrance in or upon any of the properties properties, rights or assets of Parent or Acquisition Corp. under Newco; (c) violate any Contract Law applicable to which Parent or Acquisition Corp. Newco or any of their its properties may be boundor assets; or (d) other than in connection with or compliance with (i) HSR, (ii) the Securities Act, (iii) the Exchange Act, and (iv) the Investment Company Act require Newco to make any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, or provide any governmental entity by or with respect to Parent or any subsidiary of Parentnotification to, or (iv) violate require Newco to obtain any orderConsents of any Governmental Entity, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, except in the cases case of clauses (ii), (iii) and (iv), any for such violations, conflicts, breaches, breaches or defaults or encumbrancesthat, or any such filings, registrations, notifications, authorizations, consents or approvals the failure of which to receive any such Consentmake or obtain, approval or authorizationwould not have, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result inhave, individually or in the aggregate, a Parent Material Adverse EffectEffect on Newco.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, The execution and delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor Sub do not, and the performance by Parent and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby will not, (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; Sub, in each case, as currently in effect, (ii) violateassuming compliance with the matters referred to in Section 6.4(iv)(A)-(C), require any consent by any Person under, conflict with or result in a violation or breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, require the consent any Contract to which Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, or result in the creation of any Lien in or upon any of the properties properties, rights or assets of Parent or Acquisition Corp. under Sub, (iii) violate any Contract Law applicable to which Parent or Acquisition Corp. Parent, any of its Subsidiaries or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parentassets, or (iv) violate any orderother than in connection with or compliance with (A) the HSR Act and other Antitrust Laws, writ(B) Nasdaq Rules and listing standards, judgmentand (C) the Exchange Act and the Securities Act, injunction, decree, law, statute, rule or regulation applicable to any require on the part of Parent or Acquisition Corp. Sub any filing or registration with or notification to, or require Parent to obtain any of their respective properties authorization, consent or assets; exceptapproval of, any Governmental Entity, except in the cases case of clauses (ii), (iii) and (iv), any for such violations, conflicts, breaches, breaches or defaults or encumbrancesthat, or any filings, registrations, notifications, authorizations, consents or approvals the failure to receive any such Consent, approval or authorization, or of which to make any such noticeor obtain, declaration, filing or registration as will would not result in, or could reasonably be expected to result inhave, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the certificate of merger with Exchange Act, applicable foreign and state securities or blue sky laws, the Secretary of State of HSR Act, the State of NevadaDGCL and state takeover laws, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. the Investor, nor the consummation by the Investor of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a any breach of any provision of its certificate of formation, by-laws or operating agreement, (ii) require any filing with, notice to, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement), (iii) result in a violation or breach of, require any notice to any party pursuant to, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultamendment, cancellation or acceleration) under, require the consent of or result in the creation of any Lien upon any of the properties terms, conditions or provisions of Parent or Acquisition Corp. under any Contract to which Parent the Investor or Acquisition Corp. any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, bound or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation Order applicable to the Investor any of Parent or Acquisition Corp. or any of their respective its properties or assets; except, except in the cases case of clauses (ii), (iii) and (iv), any such ) for violations, conflictsbreaches or defaults which could not, breachesindividually or in the aggregate, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could be reasonably be expected to result in, a Parent Material Adverse Effecteither prevent or materially delay its ability to perform its obligations hereunder.

Consents and Approvals; No Violations. Except for in connection with or in compliance with the Transaction Approvals, stockholder and/or board approvals of Parent and Merger Sub and the filing with the SEC of the certificate of merger with the Secretary of State of the State of NevadaProxy Statement, neither the execution, delivery or and performance by Parent and the Merger Sub of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby Transactions will not (ia) violate, in any material respect, any Law or Order applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets are bound or affected; (b) require any notification to or filing or registration by Parent or any of its Subsidiaries with, or consent or approval with respect to Parent or any of its Subsidiaries of, or other action by, any Governmental Authority; (c) violate or conflict with any provision of the certificate of incorporation or by-laws Organizational Documents of Parent or Acquisition Corp.Parent’s Subsidiaries; and (iid) violate, conflict with or result in a breach of require any provision consent of, notice to or other action by any Person under, constitute a default (or breach or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or breach under, require the consent of or result in the creation cause or permit termination, cancelation, acceleration or other change of any Lien upon right or obligation or the loss of any benefit under, any provision of the properties of Parent or Acquisition Corp. under any material Contract to which Parent or Acquisition Corp. a Merger Sub is a party or by which Parent or a Merger Sub or any of their assets or properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent is bound or any subsidiary of Parent, Permit affecting the assets or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any business of Parent or Acquisition Corp. or any of their respective properties or assets; a Merger Sub, except, in the cases case of clauses clause (ii)d) as has not had, (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will would not result in, or could be reasonably be expected to result inhave, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, The execution and delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor Sub do not, and the performance by Parent and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby will not, (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; Sub, in each case, as currently in effect, (ii) violateassuming compliance with the matters referred to in Section 6.4(iv)(A)-(C), require any consent by any Person under, conflict with or result in a violation or breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, require the consent any Contract to which Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, or result in the creation of any Lien in or upon any of the properties properties, rights or assets of Parent or Acquisition Corp. under Sub, (iii) violate any Contract Law applicable to which Parent or Acquisition Corp. Parent, any of its Subsidiaries or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parentassets, or (iv) violate any orderother than in connection with or compliance with the Exchange Act and the Securities Act, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any require on the part of Parent or Acquisition Corp. Sub any filing or registration with or notification to, or require Parent to obtain any of their respective properties authorization, consent or assets; exceptapproval of, any Governmental Entity, except in the cases case of clauses (ii), (iii) and (iv), any for such violations, conflicts, breaches, breaches or defaults or encumbrancesthat, or any filings, registrations, notifications, authorizations, consents or approvals the failure to receive any such Consent, approval or authorization, or of which to make any such noticeor obtain, declaration, filing or registration as will would not result in, or could reasonably be expected to result inhave, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither Neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. the Company nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate Company’s certificates of incorporation organization or by-laws of Parent or Acquisition Corp.operating agreements; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien encumbrance upon any of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. of the Company or any of their subsidiaries under any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument (collectively, “Contract”) to which the Company or any their subsidiaries or any of their respective properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent the Company or any subsidiary of Parent, their subsidiaries; or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Company or any of Parent or Acquisition Corp. their subsidiaries or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consentconsent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except for (a) filings pursuant to the HSR Act and any required filings or notifications under any foreign antitrust, competition or investment Laws, (b) applicable requirements under the Exchange Act, (c) the filing of the certificate Certificate of merger with the Secretary Merger, (d) applicable requirements under corporation or “blue sky” laws of State various states and (e) as set forth on Section 5.3 of the State of NevadaParent Disclosure Schedule, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. Sub nor the consummation by Parent and Sub of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws bylaws (or equivalent organizational document) of Parent or Acquisition Corp.; Sub, (ii) violate, conflict with or result in a violation or breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, require the consent of or result in the creation of any Lien upon any of the properties terms, conditions or provisions of Parent any note, bond, mortgage, indenture, lease, license, contract, agreement or Acquisition Corp. under any Contract other instrument or obligation to which Parent or Acquisition Corp. any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; , (iii) violate any Law applicable to Parent, any of its Subsidiaries or any of their properties or assets or (iv) require on the part of Parent or Sub any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parentnotification to, or (iv) violate authorization, consent or approval of, any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assetsGovernmental Entity; except, except in the cases case of clauses (ii), (iii) and (iv), any ) for such violations, conflicts, breaches, defaults defaults, terminations, cancellations or encumbrancesaccelerations that, or any filings, registrations, notifications, authorizations, consents or approvals the failure to receive any such Consent, approval or authorization, or of which to make any such notice, declaration, filing or registration as will obtain would not result in, or could reasonably be expected to result in, have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of Neither the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, execution and delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation by Buyer and Parent of the transactions contemplated hereby will (ia) violate conflict with or result in any breach of any provision of the certificate of incorporation or by-laws bylaws of Parent Buyer or Acquisition Corp.Parent; (iib) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any governmental or regulatory authority whether within or outside the United States; (c) violate, conflict with or result in a breach of any provision of, or constitute a default (or an any event which, with notice or lapse of time or both, would constitute a default) under, require the consent or give rise to any right of termination, cancellation or result in the creation of any Lien upon acceleration under, any of the properties terms, conditions or provisions of Parent any note, mortgage, other evidence of indebtedness, guarantee, license, agreement, lease or Acquisition Corp. under any Contract other instrument or obligation to which Buyer or Parent is a party or Acquisition Corp. by which Buyer or Parent or any of their properties respective assets may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent Buyer or Acquisition Corp. or any of their respective properties or assets; exceptParent, in excluding from the cases of foregoing clauses (iib), (iiic) and (ivd), any (i) such requirements, violations, conflicts, breachesdefaults, defaults rights, security interests, claims, liens, charges, other encumbrances or encumbrancesviolations which would not adversely affect the ability of Buyer or Parent to consummate the transactions contemplated by this Agreement, or (ii) which become applicable as a result of any failure to receive any such Consent, approval acts or authorizationomissions by, or to make the status of or any such noticefacts pertaining to, declaration, filing the Company or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse EffectSeller.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event whichwhich , with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. or any of their properties may be boundbound ; (iiii ii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for in connection with or in compliance with the Transaction Approvals, shareholder and/or board approvals of Parent and Merger Sub and the filing with the SEC of the certificate of merger with the Secretary of State of the State of NevadaProxy Statement, neither the execution, delivery or and performance by Parent and the Merger Sub of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby Transactions will not (ia) violate, in any material respect, any Law or Order applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets are bound or affected; (b) require any notification to or filing or registration by Parent or any of its Subsidiaries with, or consent or approval with respect to Parent or any of its Subsidiaries of, or other action by, any Governmental Authority; (c) violate or conflict with any provision of the certificate of incorporation or by-laws Organizational Documents of Parent or Acquisition Corp.Parent’s Subsidiaries; and (iid) violate, conflict with or result in a breach of require any provision consent of, notice to or other action by any Person under, constitute a default (or breach or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default or breach under, require the consent of or result in the creation cause or permit termination, cancelation, acceleration or other change of any Lien upon right or obligation or the loss of any benefit under, any provision of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. a Merger Sub is a party or by which Parent or a Merger Sub or any of their assets or properties may be is bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, except in the cases case of clauses (ii), (iiib) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration d) as will has not result in, or could had and would not be reasonably be expected to result inhave, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws Bylaws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the North Carolina Limited Liability Company Act, the DGCL, the rules and regulations of the certificate of merger with the Secretary of State of the State of NevadaNASDAQ, state securities laws, and foreign and supranational laws relating to antitrust and competition clearances and other applicable Regulatory Laws, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. Merger Sub nor the consummation by Parent and Merger Sub of the transactions contemplated hereby will (i) violate contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or by-laws bylaws, or similar organizational documents, of Parent or Acquisition Corp.; Merger Sub or any other Subsidiary of Parent, (ii) violaterequire Parent or Merger Sub or any other Subsidiary of Parent to make any notice to, or filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity of competent jurisdiction, or (iii) assuming compliance with the matters referred to in clause (ii), contravene, conflict with or result in a violation or breach of any provision ofof any applicable Law, or require any consent by any Person under, constitute a default (default, or an event whichthat, with notice or without notice, lapse of time or both, would constitute a default) default under, require or cause or permit the consent of termination, cancellation or result in the creation acceleration of any Lien upon right or obligation under, or the loss of a benefit under, any provision of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. Merger Sub or any other Subsidiary of their properties may be bound; (iii) require any Consent, approval or authorization ofParent is a party, or notice to, result in the creation or declaration, filing or registration with, imposition of any governmental entity by or with respect to Lien on any asset of Parent or Merger Sub or any subsidiary other Subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; exceptwith such exceptions, in the cases case of each of clauses (ii), (iii) and (iviii), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will would not result in, or could reasonably be expected to result in, constitute a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. Merger Sub nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.Merger Sub; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. Merger Sub under any Contract to which Parent or Acquisition Corp. Merger Sub or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. Merger Sub or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of (a) Neither the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, execution and delivery or performance of this Agreement by either of Parent and Acquisition Corp. the Escrow Agreement nor the consummation performance by Parent of the transactions contemplated hereby its obligations hereunder or thereunder will (i) violate conflict with or result in any breach of any provision of the certificate of incorporation or by-laws bylaws (or similar organizational documents) of Parent or Acquisition Corp.and its Subsidiaries; (ii) violate, conflict with or result in a material violation or breach of any provision of, or constitute a default under (or an event whichgive rise to any right of termination, with notice cancellation or lapse of time or bothacceleration), would constitute a default) under, require the consent of or result in the creation of any Lien upon Encumbrance under, any of the properties terms, conditions or provisions of any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation relating to the business of Parent or Acquisition Corp. under any Contract to which Parent is a party or Acquisition Corp. by which Parent or any of their properties the assets used or held for use by Parent may be bound; (iii) require any Consentthe consent, approval approval, waiver or authorization of, to or notice to, or declaration, filing or registration with, of any governmental entity by or with respect to Parent or any subsidiary of Parent, other Person; or (iv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in Section 5.2(c) below have been obtained or made, as the case may be, materially violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable of any Governmental Authority to any of which Parent is subject, excluding from the foregoing clause (iv) such violations that would not, individually or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii)aggregate, (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure be material to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse EffectParent.

Consents and Approvals; No Violations. Except for filing as set forth in Schedule 3 hereto, the acquisition of the certificate of merger with Pacific Drilling Shares on the Secretary of State Put Closing Date [and the issuance and delivery of the State of Nevada, neither Transocean Ordinary Shares to be delivered on the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby Put Closing Date] will not (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a any breach of any provision of its organizational documents, (ii) result in a violation or breach of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, or require the any consent of under, any indenture, license, contract, agreement or result in the creation of any Lien upon any of the properties of Parent other instrument or Acquisition Corp. under any Contract obligation (“Contract”) to which Parent it is a party or Acquisition Corp. by which they or any of their its properties may be or assets are bound; , (iii) require violate any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect Governmental Requirements applicable to Parent it or any subsidiary of Parent, its properties or assets or (iv) violate except as has been filed or obtained, require any orderfiling with, writor the obtaining of any permit, judgmentauthorization, injunctionconsent or approval of, decreeany Governmental Authority, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases case of clauses (ii), (iii) and or (iv), any for such violations, conflicts, breaches, breaches or defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will would not result in, or could have and would not reasonably be expected to result inhave, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect on Transocean and its Subsidiaries, taken as a whole, or on its ability to consummate the transactions contemplated hereby or perform its obligations hereunder. [The bracketed language in Sections 2 and 3 and all of the following representations and warranties will only be made if Pacific Drilling elects to receive Stock Consideration.]

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. Merger Sub nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate articles of incorporation or by-laws of Parent or Acquisition Corp.Merger Sub; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. Merger Sub under any Contract to which Parent or Acquisition Corp. Merger Sub or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. Merger Sub or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws Bylaws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing filings, permits, authorizations, consents and approvals set forth in Section 4.3 of the certificate Parent Disclosure Letter, as may result from any facts or circumstances related to the Company or as may be required under, and other applicable requirements of, the Exchange Act, the KGCC, the rules and regulations of merger with NASDAQ, state securities Laws, and other relevant authorities of jurisdictions in which the Secretary of State of the State of NevadaCompany is qualified to do business, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. Merger Sub nor the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions will (ia) violate contravene, conflict with, or result in any violation or breach of any provision of the certificate articles of incorporation or by-laws bylaws, or similar organizational documents, of Parent or Acquisition Corp.; Merger Sub, (iib) violaterequire Parent or Merger Sub to make any notice to, or filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity, (c) contravene, conflict with or result in a violation or breach of any provision of any applicable Law, (d) require any consent or other action by any Person under, result in a violation or breach of, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute could become a default) default under, require or cause or permit the consent of termination, cancellation, acceleration or result in the creation other change of any Lien upon right or obligation or the loss of any benefit under, any of the properties terms, conditions or provisions of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. Merger Sub is a party, or (e) result in the creation or imposition of any Lien on any asset of Parent or Merger Sub, with such exceptions, in the case of each of clauses (b) through (e), as would not be reasonably expected, individually or in the aggregate, to prevent or materially delay or impede the consummation of the Merger or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effectother Transactions.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State States of NevadaNevada and Tennessee, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writwritten, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filing of the certificate Certificate of merger Merger with the Secretary of State of the State of NevadaDelaware and applicable requirements of the HSR Act, if any, neither the execution, execution and delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby will (ia) violate conflict with or result in any breach of any provision of the certificate of incorporation or by-laws Organizational Documents of Parent or Acquisition Corp.MergerCo; (iib) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority; (c) violate, conflict with or result in a breach of any provision of, or constitute a default (or an any event which, with notice or lapse of time or both, would constitute a default) under, require the consent or give rise to any right of termination, cancellation or result in the creation of any Lien upon acceleration under, any of the properties terms, conditions or provisions of Parent any note, mortgage, other evidence of indebtedness, guarantee, license, agreement, lease or Acquisition Corp. under any Contract other contract, instrument or obligation to which Parent or Acquisition Corp. MergerCo is a party or by which Parent or MergerCo or any of their properties assets may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (ivd) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; exceptMergerCo, in excluding from the cases of foregoing clauses (iib), (iiic) and (iv)d) such requirements, any such violations, conflicts, breaches, defaults or encumbrancesrights (i) which would not materially adversely affect the ability of Parent or MergerCo to consummate the transactions contemplated by this Agreement or (ii) which become applicable as a result of any acts or omissions by, or the status of or any failure to receive any such Consentfacts pertaining to, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effectthe Company.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, The execution and delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor Sub do not, and the performance by Parent and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated hereby will not, (i) violate any provision of the certificate articles of incorporation or by-laws bylaws (or equivalent organizational documents) of Parent or Acquisition Corp.; Sub, (ii) violate, conflict with or result in a violation or breach of any provision of, or constitute a default (with or an event which, with without due notice or lapse of time or both) a default (or give rise to any right of termination, would constitute a defaultcancellation or acceleration) under, require the consent of or result in the creation of any Lien upon any of the properties terms, conditions or provisions of Parent any note, bond, mortgage, indenture, lease, license, contract, agreement or Acquisition Corp. under any Contract other instrument or obligation to which Parent or Acquisition Corp. any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound; , (iii) violate any Law applicable to Parent, any of its Subsidiaries or any of their properties or assets or (iv) other than in connection with or compliance with (A) the WBCA, (B) requirements under other state corporation Laws, (C) the HSR Act and (D) the Exchange Act, require on the part of Parent or Sub any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parentnotification to, or (iv) violate authorization, consent or approval of, any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assetsGovernmental Entity; except, in the cases case of clauses (ii), (iii) and or (iv), any for such violationsviolation, conflicts, breaches, breaches or defaults or encumbrancesthat, or any filings, registrations, notifications, authorizations, consents or approval the failure to receive any such Consent, approval or authorization, or of which to make any such noticeor obtain, declarationwould not, filing individually or registration as will not result inin the aggregate, or could reasonably be expected to result in, have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. Merger Sub nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.Merger Sub; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. Merger Sub under any Contract to which Parent or Acquisition Corp. Merger Sub or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. Merger Sub or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of NevadaDelaware, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writwritten, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filing of the certificate of merger with the Secretary of State of the State of Nevada, neither the execution, delivery or performance of this Agreement by either of Parent and Acquisition Corp. nor the consummation of the transactions contemplated hereby will (i) violate any provision of the certificate of incorporation or by-laws of Parent or Acquisition Corp.; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any Lien upon any of the properties of Parent or Acquisition Corp. under any Contract to which Parent or Acquisition Corp. or any of their properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to Parent or any subsidiary of Parent, or (iv) violate any order, writwritten, judgment, injunction, decree, law, statute, rule or regulation applicable to any of Parent or Acquisition Corp. or any of their respective properties or assets; except, in the cases of clauses (ii), (iii) and (iv), any such violations, conflicts, breaches, defaults or encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in, a Parent Material Adverse Effect.