Common use of Authorization; Approval Clause in Contracts

Authorization; Approval. Xx. Xxxxxxx is an adult resident of the State of California and a citizen of the United States of America; Xx. XxXxxxxxx is an adult resident of the State of New Jersey and a citizen of the United States of America and Xx. Xxxx is a citizen of the Federal Republic of Germany. All of the Stockholders are legally competent to execute, deliver and perform this Agreement under the respective laws of the jurisdictions in which they reside. Each Stockholder owns and has an unqualified right to sell and shall transfer to MCSC at the Closing upon surrender of his or her certificates therefor, and MCSC and MFAC will receive, good, valid and marketable title to the TBS Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"). Other than this Agreement, the TBS Common Stock is not subject to any stockholders' agreement or voting trust agreement or understanding, or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, purchase, sale or other agreement (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of the TBS Common Stock. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by TBS have been duly and effectively authorized by all necessary action, corporate or otherwise. This Agreement is a valid, legally binding and enforceable obligation of TBS and the Stockholders, enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies subject to the discretion of the court. A certified copy of the resolutions of the Board of Directors of TBS has been delivered to MCSC, and such copies are complete and correct and such resolutions are in full force and effect on the date hereof and will be in full force and effect on the Closing Date. Except for the filing and waiting period attendant to notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Section 7A of the Xxxxxxx Act, 15 U.S.C. 18A, as added by Section 201 of Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if applicable, and except for the payment of all taxes required to be paid to the California Franchise Tax Board, the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by TBS and the Stockholders will not: (i) require the notice or filing with, or approval or consent of any governmental or regulatory body except for the filing of Articles of Merger with the Secretary of State of the State of California pursuant to Section 1103 of the CGCL, provided, however, that the Articles of Merger shall not be filed until there has been filed a certificate of satisfaction of the Franchise Tax Board that all taxes imposed under California's Revenue and Tax Law have been paid or secured; (ii) except for the consent of the Stockholders of TBS, and except for consents to assignment of the contracts described in SCHEDULE 3.2, require the approval or consent of any other person or entity; (iii) violate any provision of such corporation's Articles of Incorporation or Bylaws, as amended; (iv) violate, conflict with or result in a modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both, constitute) a default under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any property or assets of TBS, under (a) any statute or law or any judgment, decree, order, award, writ, injunction, regulation or rule of any court, arbitrator or Governmental Authority (as defined in Section 3.10(c)(vii)), or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, instrument, contract, commitment, franchise, permit, understanding, arrangement, agreement or restriction of any kind or character which is not satisfied or extinguished at or prior to the Closing; (v) violate any statute, law or regulation as such statute, law or regulation relates to TBS or its Business; or (vi) result in the creation of any adverse claim on TBS or any of its property or assets.

Authorization; Approval. Xx. Xxxxxxx is an Except for the Xxxx X. Xxxxxx Trust, as amended or supplemented (the "Trust"), the Stockholders are adult resident residents of the State of California Ohio and a citizen of the United States of America; Xx. XxXxxxxxx is an adult resident of the State of New Jersey and a citizen citizens of the United States of America and Xx. Xxxx is a citizen of the Federal Republic of Germany. All of the Stockholders are legally competent to execute, deliver and perform this Agreement under the respective laws thereof. The Trust is a validly created, subsisting, irrevocable Ohio trust that has the full power and authority to own, hold, transfer, sell, convey and operate the property and assets that it now owns, operates and intends to sell, transfer and convey hereby, and the trustee acting for the Trust has the legal power and authority to execute, deliver and perform this Agreement and the transaction contemplated hereby. The trustee of the jurisdictions in Trust has been validly appointed (which they resideappointment has not been revoked, rescinded or expired), is acting pursuant to the express terms and conditions of said Trust and applicable law and is duly authorized to execute, deliver and perform this Agreement and the transactions contemplated hereby and no other act is required to be taken by him by law to do so. Each Stockholder owns and has or will, on the Closing Date have, an unqualified right to sell and shall transfer to MCSC or to MBAC, as may be required hereunder, at the Closing upon surrender of his or her certificates therefor, and MCSC and MFAC MBAC will receive, receive good, valid and marketable title to the TBS DBPC and MDC Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"). Other than this Agreement, and upon delivery at the TBS Closing, the DBPC and MDC Common Stock is will not be subject to any stockholders' agreement or voting trust agreement or understanding, or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, proxy, purchase, sale or other agreement relating to the DBPC and MDC Common Stock (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of the TBS DBPC and MDC Common Stock. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by TBS DBPC and MDC have been duly and effectively authorized by all necessary action, corporate or otherwise, of each such corporation. This Agreement is a valid, legally binding and enforceable obligation of TBS DBPC and MDC and the Stockholders, enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies subject to the discretion of the court. A certified copy of the resolutions of the Board of Directors of TBS DBPC and MDC has been delivered to MCSC, and such copies are complete and correct and such resolutions are in full force and effect on the date hereof and will be in full force and effect on the Closing Date. Except for the filing and waiting period attendant to notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Section 7A of the Xxxxxxx Act, 15 14 U.S.C. 18A, as added by Section 201 of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Improvement Act of 1976, if applicable, and except for the payment of all taxes required to be paid to the California Franchise Tax Board, the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by TBS DBPC and MDC and the Stockholders will not: (i) require the notice or filing with, or approval or consent of any governmental or regulatory body except for the filing of Articles of Merger with the Secretary of State of the State of California Ohio pursuant to Section 1103 1701.81 of the CGCL, provided, however, that the Articles of Merger shall not be filed until there has been filed a certificate of satisfaction of the Franchise Tax Board that all taxes imposed under California's Revenue and Tax Law have been paid or securedOGCL; (ii) except for SCHEDULE 3.2, the consent of the Stockholders of TBSDBPC and MDC and, if deemed necessary or appropriate by MCSC, the consent of the stockholders of MBAC and/or of MCSC, and except for consents to assignment of the contracts described in SCHEDULE 3.2Schedule 3.12, require the approval or consent of any other person or entity; (iii) violate any provision of such corporationConstituent Corporation's Articles of Incorporation or BylawsCode of Regulations, as amended; (iv) violate, conflict with or result in a modification of the effect of, or otherwise give any other contracting party Party the right to terminate, or constitute (or with notice or lapse of time or both, constitute) a default under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance or any adverse claim upon any property or assets of TBSDBPC or MDC, under (a) any statute or law or any judgment, decree, order, award, writ, injunction, regulation or rule of any court, arbitrator or Governmental Authority (as defined in Section 3.10(c)(vii3.11(c)(vii)), or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, instrument, contract, commitment, franchise, permit, understanding, arrangement, agreement or restriction of any kind or character which is not satisfied or extinguished at or prior to the Closing; (v) violate any statute, law or regulation as such statute, law or regulation relates to TBS DBPC or its MDC or their respective Business; or (vi) result in the creation of any adverse claim on TBS DBPC or MDC or any of its their respective property or assets.

Authorization; Approval. Xx. Xxxxxxx is an The Stockholders are adult resident residents of the State of California Texas and a citizen of the United States of America; Xx. XxXxxxxxx is an adult resident of the State of New Jersey and a citizen citizens of the United States of America and Xx. Xxxx is a citizen of the Federal Republic of Germany. All of the Stockholders are legally competent to execute, deliver and perform this Agreement under the respective laws of the jurisdictions in which they residethereof. Each Stockholder owns has, and has an unqualified right to sell and shall transfer to MCSC at the Closing upon surrender of his or her certificates therefor, and MCSC and MFAC will receive, have good, valid and marketable title to the TBS BRITCO Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"), except for customary securities restrictions on the transfer of privately-held stock. Other than this Agreement, the TBS BRITCO Common Stock is not subject to any stockholders' agreement or voting trust agreement or understanding, or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, purchase, sale or other agreement relating to the BRITCO Common Stock (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of the TBS BRITCO Common Stock. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by TBS BRITCO have been duly and effectively authorized by all necessary action, corporate or otherwise. This Agreement is a valid, legally binding and enforceable obligation of TBS BRITCO and the Stockholders, enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies subject to the discretion of the court. A certified copy of the resolutions of the Board of Directors of TBS BRITCO has been delivered to MCSC, and such copies are complete and correct and such resolutions are in full force and effect on the date hereof and will be in full force and effect on the Closing Date. Except for the filing and waiting period attendant to notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Section 7A of the Xxxxxxx Act, 15 U.S.C. 18A, as added by Section 201 of Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if applicable, and except for the payment of all taxes required to be paid to the California Franchise Tax Board, the The execution, delivery, and performance of this Agreement and the consummation AGREEMENT AND PLAN OF REORGANIZATION PAGE 10 of the transactions contemplated hereby by TBS BRITCO and the Stockholders will not: (i) except for actions required to be taken by MCSC, require the notice or filing with, or approval or consent of any governmental or regulatory body except for the filing of Articles of Merger with the Secretary of State of the State of California pursuant to Section 1103 of the CGCL, provided, however, that the Articles of Merger shall not be filed until there has been filed a certificate of satisfaction of the Franchise Tax Board that all taxes imposed under California's Revenue and Tax Law have been paid or securedbody; (ii) except for the consent of the Stockholders of TBSBRITCO, and except for consents to assignment of the contracts described in SCHEDULE 3.2, require the approval or consent of any other person or entity; (iii) violate any provision of such corporation's Articles of Incorporation or BylawsBy-Laws, as amended; (iv) violate, conflict with or result in a modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both, constitute) a default under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance or any adverse claim upon any property or assets of TBSBRITCO, under (a) to the best knowledge of BRITCO and the Stockholders, any statute or law or any judgment, decree, order, award, writ, injunction, regulation or rule of any court, arbitrator or Governmental Authority (as defined in Section 3.10(c)(vii)), or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, instrument, contract, commitment, franchise, permit, understanding, arrangement, agreement or restriction of any kind or character which is not satisfied or extinguished at or prior to the Closing; or (v) to the best knowledge of BRITCO and the Stockholders, violate any statute, law or regulation as such statute, law or regulation relates to TBS BRITCO or its Business; or (vi) result in the creation of any adverse claim on TBS or any of its property or assets.

Authorization; Approval. Xx. Xxxxxxx is an adult resident of the State of California and a citizen of the United States of America; Xx. XxXxxxxxx is an adult resident of the State of New Jersey and a citizen of the United States of America and Xx. Xxxx is a citizen of the Federal Republic of Germany. All of the Stockholders are legally competent to execute, deliver and perform this Agreement under the respective laws of the jurisdictions in which they reside. Each Stockholder owns and has an unqualified right to sell and shall transfer to MCSC at the Closing upon surrender of his or her certificates therefor, and MCSC and MFAC will receive, good, valid and marketable title to the TBS Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"). Other than this Agreement, the TBS Common Stock is not subject to any stockholders' agreement or voting trust agreement or understanding, or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, purchase, sale or other agreement (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of the TBS Common Stock. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by TBS the Seller have been duly and effectively authorized by all necessary action, corporate or otherwise. This Agreement is a valid, legally binding and enforceable obligation of TBS and the StockholdersSeller, enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies subject to the discretion of the court. A certified copy of the resolutions of the Board of Directors of TBS the Seller approving this Agreement and the transactions contemplated hereby has been delivered to MCSCFBC, and such copies are copy is complete and correct and such resolutions are in full force and effect on the date hereof and will be in full force and effect on the Closing Date. Except for the filing and waiting period attendant to notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Section 7A of the Xxxxxxx Act, 15 U.S.C. 18A, as added by Section 201 of Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if applicable, and except for the payment of all taxes notice required to be paid given to creditors of the California Franchise Tax BoardSeller pursuant to Section 6-105 of the Maryland Uniform Commercial Code (Annotated Code of Maryland, Commercial Law, Title 6) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by TBS and the Stockholders Seller will not: (i) require the notice or filing with, or approval or consent of any governmental or regulatory body except for the filing of Articles of Merger with the Secretary of State of the State of California pursuant to Section 1103 of the CGCL, provided, however, that the Articles of Merger shall not be filed until there has been filed a certificate of satisfaction of the Franchise Tax Board that all taxes imposed under California's Revenue and Tax Law have been paid or securedotherwise contemplated by this Agreement; (ii) except for the consent of the Stockholders stockholders of TBSthe Seller, and except for consents to assignment of the contracts Contracts described in SCHEDULE 3.2Schedule 3.8.A., require the approval or consent of any other person or entity; (iii) violate any provision of such corporation's Articles of Incorporation or Bylaws, as amended; (iv) violate, conflict with or result in a modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both, constitute) a default under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance upon any property or assets of TBSthe Seller, under (a) any statute or law or any judgment, decree, order, award, writ, injunction, regulation or rule of any court, arbitrator or Governmental Authority (as defined in Section 3.10(c)(vii))governmental authority, or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, instrument, contract, commitment, franchise, permit, understanding, arrangement, agreement or restriction of any kind or character which that is not satisfied or extinguished at or prior to the Closing; (v) violate any statute, law or regulation as such statute, law or regulation relates to TBS the Seller or its Business; or (vi) result in the creation of any adverse claim on TBS the Seller or any of its property or assetsthe Assets.

Authorization; Approval. Xx. Xxxxxxx Each Principal is an adult resident of the State of California and a citizen of the United States of America; Xx. XxXxxxxxx is an adult resident of the State of New Jersey Ohio and a citizen of the United States of America and Xx. Xxxx is a citizen of the Federal Republic of Germany. All of the Stockholders are legally competent to execute, deliver and perform this Agreement under the respective laws of the jurisdictions in which they residethereof. Each Stockholder owns and has an unqualified right to sell and shall transfer to MCSC Parent at the Closing upon surrender of his or her its certificates therefor, and MCSC and MFAC Parent will receive, receive good, valid and marketable title to to, the TBS Company Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, adverse claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"). Other than this Agreement, and upon delivery at the TBS Closing, the Company Common Stock is not, or will not be, subject to any stockholders' agreement or voting trust agreement or understanding, or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, proxy, purchase, sale or other agreement relating to the Company Common Stock (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of the TBS Company Common Stock. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by TBS Company have been duly and effectively authorized by all necessary action, corporate or otherwiseaction on the part of the Company and Stockholder. This Agreement is a valid, legally binding and enforceable obligation of TBS Company, Stockholder and the StockholdersPrincipals, enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies subject to the discretion of the court. A certified copy of the resolutions of the Board of Directors of TBS Company and by Stockholder has been delivered to MCSCParent, and such copies are complete and correct and such resolutions are in full force and effect on the date hereof and will be in full force and effect on the Closing Date. Except for the filing and waiting period attendant to notification By virtue of such resolutions of Stockholder, Stockholder has waived all appraisal rights which he may have under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Section 7A of the Xxxxxxx Act, 15 U.S.C. 18A, as added by Section 201 of Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if applicable, and except for the payment of all taxes required to be paid Ohio Law with respect to the California Franchise Tax Board, the Merger. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by TBS Company, Stockholder and the Stockholders Principals will not: (i) require the notice or filing with, or approval or consent of any governmental or regulatory body except for the filing of Articles the Certificate of Merger with the Secretary of State of the State of California pursuant to Section 1103 of the CGCL, provided, however, that the Articles of Merger shall not be filed until there has been filed a certificate of satisfaction of the Franchise Tax Board that all taxes imposed under California's Revenue and Tax Law have been paid or securedOhio; (ii) except for necessary corporate approvals by the consent of the Stockholders of TBS, Parties and except for consents to assignment of the contracts described as set forth in SCHEDULE Schedule 3.2, require the approval or consent of any other person or entity; (iii) violate any provision of such corporation's the Company’s or Stockholder’s Articles of Incorporation or Bylaws, as amendedCode of Regulations; (iv) assuming the consents specified in Schedule 3.2 are obtained, violate, conflict with or result in a modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both, constitute) a default under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance or any adverse claim upon any property or assets of TBSCompany or Stockholder, under (a) any statute or law or any judgment, decree, order, award, writ, injunction, regulation or rule of any court, arbitrator or Governmental Authority (as defined in Section 3.10(c)(vii))Authority, or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, instrument, contract, commitment, franchise, permit, understanding, arrangement, agreement or restriction of any kind or character which is not satisfied or extinguished at or prior to the Closing; (v) violate any statute, law or regulation as such statute, law or regulation relates to TBS Stockholder, Company or its Business; or (vi) result in the creation of any adverse claim on TBS Stockholder, Company or any of its property or assets.

Authorization; Approval. Xx. Xxxxxxx is an The Stockholders are adult resident residents of the State of California Tennessee and a citizen of the United States of America; Xx. XxXxxxxxx is an adult resident of the State of New Jersey and a citizen citizens of the United States of America and Xx. Xxxx is a citizen of the Federal Republic of Germany. All of the Stockholders are legally competent to execute, deliver and perform this Agreement under the respective laws of the jurisdictions in which they residethereof. Each Stockholder owns has, and has an unqualified right to sell and shall transfer to MCSC at the Closing upon surrender of his or her certificates therefor, will have and MCSC and MFAC will receive, transfer to MTAC good, valid and marketable title to the TBS CMS Common Stock, free and clear of any and all mortgages, pledges, security interests, liens, charges, options, conditional sales agreements, claims, restrictions, covenants, title defects or other encumbrances or restrictions of any nature ("Liens"). Other than this Agreement, the TBS CMS Common Stock is not subject to any stockholders' agreement or voting trust agreement or understanding, or proxy, whether in writing or oral, including without limitation, any mortgage, indenture, note, guarantee, lease, license, contract, deed of trust, proxy, purchase, sale or other agreement relating to the CMS Common Stock (a "Stock Contract"), including any Stock Contract restricting or otherwise relating to the voting or disposition of the TBS CMS Common Stock. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by TBS CMS have been duly and effectively authorized by all necessary action, corporate or otherwise. This Agreement is a valid, legally binding and enforceable obligation of TBS CMS and the Stockholders, enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy, reorganization, insolvency or other laws affecting the enforcement of creditors' rights generally or the availability of equitable remedies subject to the discretion of the court. A certified copy of the resolutions of the Board of Directors of TBS CMS has been delivered to MCSC, and such copies are complete and correct and such resolutions are in full force and effect on the date hereof and will be in full force and effect on the Closing Date. Except The execution, delivery, and performance of this Agreement and the consummation of the Agreement and Plan of Reorganization Page 16 transactions contemplated hereby by CMS and the Stockholders will not: (i) except for the filing of notice and the expiration of the waiting period attendant or non-disapproval by the Federal Trade Commission and the Department of Justice, pursuant to notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Section 7A of the Xxxxxxx Act, 15 U.S.C. 18A, as added by Section 201 of Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if applicable, and except for the payment of all taxes required to be paid to the California Franchise Tax Board, the execution, delivery, and performance of this Agreement and the consummation filing of Articles of Merger with the transactions contemplated hereby by TBS and the Stockholders will not: (i) Secretary of State of Tennessee, require the notice or filing with, or approval or consent of any governmental Governmental Authority (as defined in Section 3.11(c)(vii)) or regulatory body except for the filing of Articles of Merger with the Secretary of State of the State of California pursuant to Section 1103 of the CGCL, provided, however, that the Articles of Merger shall not be filed until there has been filed a certificate of satisfaction of the Franchise Tax Board that all taxes imposed under California's Revenue and Tax Law have been paid or securedbody; (ii) except for the consent of the Stockholders of TBSCMS, and except for consents to assignment of the Real Property Leases described in SCHEDULE 3.7 and the contracts described in SCHEDULE 3.23.12, require the approval or consent of any other person or entity; (iii) violate any provision of such corporation's Articles of Incorporation Charter or Bylaws, as amended; (iv) violate, conflict with or result in a modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both, constitute) a default under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any security interest, lien, charge or other encumbrance or any adverse claim upon any property or assets of TBSCMS, under (a) any statute or law or any judgment, decree, order, award, writ, injunction, regulation or rule of any court, arbitrator or Governmental Authority (as defined in Section 3.10(c)(vii3.11(c)(vii)), or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, instrument, contract, commitment, franchise, permit, understanding, arrangement, agreement or restriction of any kind or character which is not satisfied or extinguished at or prior to the Closing; or (v) violate any statute, law or regulation as such statute, law or regulation relates to TBS CMS or its Business; or (vi) result in the creation of any adverse claim on TBS or any of its property or assets.