Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement, and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Organizational Documents of Merger Sub or Parent; (ii) any Contract material to the business and operations of Merger Sub or Parent; (iii) any judgment, decree, injunction or order of any court or governmental authority or agency to which Merger Sub or Parent is a party or by which Merger Sub or Parent or any of their respective properties is bound or (iv) any statute, law, regulation or rule applicable to Merger Sub or Parent, so as to have, in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries taken as a whole. Except for (i) filing of the Articles of Merger; (ii) the filing of a Form S-4 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in accordance with the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities laws, no Consent, approval, order or authorization of, or registration, declaration or filing with, any government agency or public or regulatory unit, agency, body or authority with respect to Merger Sub or Parent is required in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent or the consummation of the Contemplated Transactions contemplated by this Agreement by Merger Sub or Parent, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and its subsidiaries taken as a whole.

Absence of Restrictions and Conflicts. The Subject only to the approval of the adoption of this Agreement and the acquisition by Royale Petroleum's shareholders, the execution, delivery and performance of this Agreement, Agreement and the other documents executed or to be executed by Royale Petroleum in connection with this Agreement and the consummation of the Merger acquisition and the other transactions contemplated by this Agreement, Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Organizational Documents Articles or Certificate of Merger Sub Incorporation or Parent; Bylaws of Royale Petroleum, (ii) any Contract material to the business and operations of Merger Sub or Parent; (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which Merger Sub or Parent Royale Petroleum is a party or by which Merger Sub or Parent Royale Petroleum or any of their respective properties is bound bound, or (iviii) subject to compliance with the applicable requirements of the Securities Act of 1933 (the "Securities Act"), the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, any statute, law, regulation or rule applicable to Merger Sub or Parent, so as to have, in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries taken as a wholeRoyale Petroleum. Except for (i) filing of the Articles of Merger; (ii) the filing of a Form S-4 Registration Statement (the "Registration Statement") compliance with the Securities and Exchange Commission ("SEC") in accordance with applicable requirements of the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with , the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities laws, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government governmental agency or public or regulatory unit, agency, body or authority with respect to Merger Sub or Parent Royale Petroleum is required in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent Royale Petroleum or the consummation of the Contemplated Transactions transactions contemplated hereby and the ownership and operation by this Agreement by Merger Sub or ParentRoyale Petroleum of its business and properties after the Closing Date in substantially the same manner as now owned and operated, except where the failure to obtain which such consent, approval, order or authorization of or the failure to make such registration, declaration or filing, would not have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and its subsidiaries taken as a wholeRoyale Petroleum Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, ----------------------------------------- delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement, Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Organizational Documents Articles of Incorporation or Bylaws of the Company or Merger Sub or Parent; Sub, (ii) any Company Material Contract material to the business and operations of Merger Sub or Parent; (as hereinafter defined), (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which the Company, Merger Sub or Parent the Controlling Shareholder is a party or by which the Company, Merger Sub or Parent and the Controlling Shareholder or any of their respective properties is bound bound, or (iv) any statute, law, regulation or rule applicable to the Company, Merger Sub or Parent, and the Controlling Shareholder so as to have, in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries the Company taken as a whole. Except for (i) the filing and recordation of the Articles Certificate of Merger; (ii) the filing of a Form S-4 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in accordance with the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities laws, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government governmental agency or public or regulatory unit, agency, body or authority with respect to the Company, Merger Sub or Parent the Controlling Shareholder is required in connection with the execution, delivery or performance of this Agreement by the Company, Merger Sub or Parent the Controlling Shareholder or the consummation of the Contemplated Transactions transactions contemplated by this Agreement by the Company, Merger Sub or Parentand the Controlling Shareholder, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and its subsidiaries the Company taken as a whole. The Company Disclosure Letter sets forth a list of all agreements requiring the consent of any party thereto to any of the transactions contemplated hereby.

Absence of Restrictions and Conflicts. The Except for that certain Credit Agreement by and among Purchaser, certain of Purchaser’s subsidiaries and Bank of America, N.A., dated March 9, 2007, as amended, the execution, delivery and performance of this AgreementAgreement and the Purchaser Ancillary Documents, the consummation of the Merger and the other transactions contemplated by this Agreement, Agreement and the Purchaser Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Purchaser Ancillary Documents do not and or will notnot (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (ia) any term or provision of the Organizational Documents charter documents of Merger Sub or Parent; Purchaser, (iib) any Contract material to the business and operations of Merger Sub or Parent; which Purchaser is a party, (iiic) any judgment, decree, injunction decree or order of any court or governmental authority or agency Governmental Entity to which Merger Sub or Parent Purchaser is a party or by which Merger Sub or Parent Purchaser or any of their respective its properties is bound or (ivd) any statute, law, regulation Law or rule arbitration award applicable to Merger Sub or ParentPurchaser, so as to haveexcept in any case under clauses (b), in the case of subsections (iic) through and (ivd) above, where, the loss, termination, breach, acceleration, modification or cancellation would not reasonably be expected to have a material adverse effect Material Adverse Effect on Purchaser, or to materially impair Purchaser’s ability to consummate the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries taken as a wholetransactions contemplated by this Agreement. Except for (i) filing of the Articles of Merger; (ii) the filing of a Form S-4 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in accordance with the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities laws, no ConsentNo consent, approval, order or authorization of, or registration, declaration or filing with, any government agency or public or regulatory unit, agency, body or authority Governmental Entity is required with respect to Merger Sub Purchaser or Parent is required any of its Affiliates in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent the Purchaser Ancillary Documents or the consummation of the Contemplated Transactions transactions contemplated hereby or thereby, except (x) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement by Merger Sub or Parentand (y) any filings required under the rules and regulations of the NGM, and except where the failure to obtain which such consent, approval, order, authorization or registration or the failure to make such declaration or filing would not reasonably be expected to have a material adverse effect upon Material Adverse Effect on Purchaser, or to materially impair Purchaser’s ability to consummate the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and its subsidiaries taken as a wholetransactions contemplated by this Agreement.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement, and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Organizational Documents of Merger Sub or Parent; (ii) any Contract material to the business and operations of Merger Sub or Parent; (iii) any judgment, decree, injunction or order of any court or governmental authority or agency to which Merger Sub or Parent is a party or by which Merger Sub or Parent or any of their respective properties is bound or (iv) any statute, law, regulation or rule applicable to Merger Sub or Parent, so as to have, in the case of subsections (ii) through (iv) above, a material mater ial adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries taken as a whole. Except for (i) filing of the Articles of Merger; (ii) the filing of a Form S-4 Registration Statement (the "Registration Statement") with the Securities and Exchange Commission ("SEC") in accordance with the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities laws, no Consent, approval, order or authorization of, or registration, declaration or filing with, any government agency or public or regulatory unit, agency, body or authority with respect to Merger Sub or Parent is required in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent Paren t or the consummation of the Contemplated Transactions contemplated by this Agreement by Merger Sub or Parent, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and its subsidiaries taken as a whole.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement, and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Organizational Documents Articles or Certificate of Merger Sub Incorporation or Parent; Bylaws of Harbinger or any of its subsidiaries, (ii) any Contract material to the business and operations of Merger Sub or Parent; Harbinger Material Contract, (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which Merger Sub Harbinger or Parent any of its subsidiaries is a party or by which Merger Sub or Parent Harbinger, any of its subsidiaries or any of their respective properties is bound bound, or (iv) any statute, law, regulation or rule applicable to Merger Sub Harbinger, or Parentany of its subsidiaries, so as to have, in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries taken as a wholeHarbinger Material Adverse Effect. Except for (i) filing of the Articles of Merger; (ii) the filing of a Form S-4 Registration Statement (the "Registration Statement") compliance with the Securities and Exchange Commission ("SEC") in accordance with applicable requirements of the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with , the Exchange Act and (iv) the filing of such consentsAct, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities lawslaws and filing and recordation of the Georgia Certificate of Merger as required by the GBCC and the Michigan Certificate of Merger as required by the MBCA, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government agency or public or regulatory unit, agency, body or authority with respect to Merger Sub Harbinger or Parent any of its subsidiaries is required in connection with the execution, delivery or performance of this Agreement by Merger Sub Harbinger or Parent Newco or the consummation of the Contemplated Transactions transactions contemplated by this Agreement by Merger Sub Harbinger or ParentNewco, the failure to obtain which would have a Harbinger Material Adverse Effect, including without limitation any Notification and Report Forms and related material adverse effect upon required to be filed under the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and its subsidiaries taken as a wholeHart-Xxxxx-Xxxxxx Xxxitrust Improvements Act.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement, Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Organizational Documents Certificate of Merger Sub Incorporation or Parent; Bylaws of Premenos, (ii) any Contract material to the business and operations of Merger Sub or Parent; Premenos Material Contract, (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which Merger Sub Premenos or Parent any of its subsidiaries is a party or by which Merger Sub Premenos or Parent its subsidiaries or any of their respective properties is bound bound, or (iv) any statute, law, regulation or rule applicable to Merger Sub Premenos or Parentits subsidiaries, so as to have, have in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, operations or financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries taken as a wholePremenos. Except for (i) filing compliance with the applicable requirements of the Articles Hart-Scott-Rodino Antitruxx Xxxxxxxxxxxx Xct of Merger; (ii) the filing of a Form S-4 Registration Statement 1976, as amended (the "Registration StatementHSR Act") with ), the Securities and Exchange Commission Act of 1933, as amended (the "SECSecurities Act") in accordance with ), the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and of 1934, as amended (iv) the filing of such consents"Exchange Act"), approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities lawslaws and the filing and recordation of the Certificate of Merger as required by the DGCL, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government governmental agency or public or regulatory unit, agency, body or authority with respect to Merger Sub Premenos or Parent its subsidiaries is required in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent Premenos or the consummation of the Contemplated Transactions transactions contemplated by this Agreement by Merger Sub or ParentPremenos, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, operations or financial condition, business or prospects condition of Merger Sub or Parent and its subsidiaries taken as a wholePremenos.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement, Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Organizational Documents Certificate of Merger Sub Incorporation or Parent; Bylaws of Premenos, (ii) any Contract material to the business and operations of Merger Sub or Parent; Premenos Material Contract, (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which Merger Sub Premenos or Parent any of its subsidiaries is a party or by which Merger Sub Premenos or Parent its subsidiaries or any of their respective properties is bound bound, or (iv) any statute, law, regulation or rule applicable to Merger Sub Premenos or Parentits subsidiaries, so as to have, have in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, operations or financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries taken as a wholePremenos. Except for (i) filing compliance with the applicable requirements of the Articles Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of Merger; (ii) the filing of a Form S-4 Registration Statement 1976, as amended (the "Registration StatementHSR Act") with ), the Securities and Exchange Commission Act of 1933, as amended (the "SECSecurities Act") in accordance with ), the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and of 1934, as amended (iv) the filing of such consents"Exchange Act"), approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities lawslaws and the filing and recordation of the Certificate of Merger as required by the DGCL, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government governmental agency or public or regulatory unit, agency, body or authority with respect to Merger Sub Premenos or Parent its subsidiaries is required in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent Premenos or the consummation of the Contemplated Transactions transactions contemplated by this Agreement by Merger Sub or ParentPremenos, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, operations or financial condition, business or prospects condition of Merger Sub or Parent and its subsidiaries taken as a wholePremenos. Section 3.4.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement, Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, under or permit the acceleration of any obligation under, under (i) any term or provision of the Organizational Documents Certificate of Merger Sub Incorporation or Parent; Bylaws of Parent or the Articles of Incorporation or Bylaws of the Subsidiary, or (ii) any Contract contract or permits, except where such violations, conflicts, breaches, defaults, losses or accelerations would not, individually or in the aggregate, have a material to adverse effect on the business business, results of operation, working capital, assets, liabilities, condition (financial or otherwise) or prospects of Parent and operations of Merger Sub its subsidiaries taken as a whole, or Parent; (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which Merger Sub Parent or Parent its subsidiaries is a party or by which Merger Sub Parent or Parent the subsidiaries or any of their respective properties is bound are bound, or (iv) any statute, law, regulation or rule applicable to Merger Sub Parent or Parentits subsidiaries, so as to haveexcept where such violations, conflicts, breaches, defaults, losses or accelerations would not, individually or in the case of subsections (ii) through (iv) aboveaggregate, have a material adverse effect on the business, results of operation, working capital, assets, liabilities, results of operations, condition (financial condition, business or otherwise) or prospects of Merger Sub or Parent and their respective its subsidiaries taken as a whole. Except for (i) filing compliance with the applicable requirements of the Articles of Merger; (ii) Securities Act, the Exchange Act, and applicable state securities laws and the filing of a Form S-4 Registration Statement (the "Registration Statement") Articles of Merger with the Securities Department of State, and Exchange Commission ("SEC") in accordance with consents listed on the Securities Act; (iii) Disclosure Schedule, to the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities lawsParent's knowledge, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government governmental agency or public or regulatory unit, agency, body or authority with respect to Merger Sub or Parent or, except for the approvals which have been obtained, any third party is required in connection with the execution, delivery or performance of this Agreement by Merger Sub Parent or Parent the Subsidiary or the consummation of the Contemplated Transactions transactions contemplated hereby or the ownership and operation by this Agreement by Merger Sub or Parent, the failure to obtain which would have a material adverse effect upon Surviving Corporation of its businesses and properties after the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent Effective Date in substantially the same manner as now owned and its subsidiaries taken as a wholeoperated.

Absence of Restrictions and Conflicts. The execution, delivery and performance by each of Parent and Merger Sub of this AgreementAgreement and the Transaction Documents, the consummation of the Merger and the other transactions contemplated by this Agreement, Transactions and the fulfillment of of, and compliance with with, the terms and conditions of this Agreement and thereof do not and or will notnot (as the case may be), with the passing of time or the giving of notice or both, violate or (a) conflict with, or constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Organizational Documents of Parent or Merger Sub, (b) constitute a breach of or default under, permit the acceleration of any obligation under or create in any party the right to terminate or cancel any Contract to which Parent or Merger Sub is a party, (c) violate any Governmental Order to which Parent or Parent; (ii) any Contract material to the business and operations of Merger Sub or Parent; (iii) any judgment, decree, injunction or order of any court or governmental authority or agency to which Merger Sub or Parent is a party or by which Parent or Merger Sub or Parent or any of their respective properties is bound or (ivd) violate any statute, law, regulation or rule Law applicable to Parent or Merger Sub unless, except where the occurrence of any of the foregoing described in clauses (b), (c) or Parent, so as (d) above would not reasonably be expected to have, in the case of subsections (ii) through (iv) above, have a material adverse effect on the assets, liabilities, results ability of operations, financial condition, business Parent or prospects of Merger Sub or Parent and their respective subsidiaries taken as a wholeto consummate the Transactions. Except for (i) filing of the Articles of Merger; (ii) the filing of a Form S-4 Registration Statement premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder, (ii) any filings as may be required under the "Registration Statement") DGCL in connection with the Securities Merger, and Exchange Commission ("SEC") in accordance with the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, Governmental Orders or authorizations, registrations, declarations or filings the failure of which to obtain would not reasonably be expected to have a material adverse effect on the ability of Parent and filing as may be required under applicable state securities lawsMerger Sub to consummate the Transactions, no Consentconsent, approval, order Governmental Order or authorization of, or registration, declaration or filing with, any government agency or public or regulatory unit, agency, body or authority Governmental Entity is required with respect to Parent or Merger Sub or Parent is required in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent the Transaction Documents, or the consummation of the Contemplated Transactions contemplated by this Agreement by Merger Sub or Parent, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and its subsidiaries taken as a wholeTransactions.

Absence of Restrictions and Conflicts. The Except as set forth on ------------------------------------- the LSI Disclosure Schedule, the execution, delivery and performance of this Agreement, Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, Exchange and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Organizational Documents relevant governing corporate documents of Merger Sub LSI or Parent; the LSI Subsidiaries, (ii) any LSI Material Contract material to the business and operations of Merger Sub or Parent; (as defined in Section 3.12), (iii) any judgment, decree, injunction decree or order of any court or governmental authority or agency to which Merger Sub LSI or Parent is a party the LSI Subsidiaries are parties or by which Merger Sub LSI or Parent an LSI Subsidiary or any of their respective properties is bound bound, or (iv) any statute, law, regulation or rule applicable to Merger Sub LSI, including the Companies Act and the City Code on Takeovers and Mergers (the "Takeover Code"), other than such violations, conflicts, breaches or Parent, so as to have, in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and their respective subsidiaries taken as a wholedefaults which would not have an LSI Material Adverse Effect. Except for (i) filing compliance with the applicable requirements of the Articles Securities Act, the Securities Exchange Act of Merger; (ii) the filing of a Form S-4 Registration Statement 1934, as amended (the "Registration StatementExchange Act") with the Securities ), and Exchange Commission ("SEC") in accordance with the Securities Act; (iii) the filing of the Proxy Statement (as defined in Section 6.1.) with the SEC in accordance with the Exchange Act and (iv) the filing of such consents, approvals, orders, authorizations, registrations, declarations and filing as may be required under applicable state securities laws, including the Takeover Code, no Consentconsent, approval, order or authorization of, or registration, declaration or filing with, any government governmental agency or public or regulatory unit, agency, body or authority with respect to Merger Sub or Parent LSI is required in connection with the execution, delivery or performance of this Agreement by Merger Sub or Parent LSI or the consummation of the Contemplated Transactions transactions contemplated by this Agreement by Merger Sub or Parent, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or prospects of Merger Sub or Parent and its subsidiaries taken as a wholehereby.