Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. The execution and delivery of this Agreement by the Company, and, subject to the adoption of the Amended and Restated Charter by the stockholders of the Company and the filing of the Amended and Restated Charter with the Secretary of State of the State of Delaware, the consummation of the Reclassification and the other transactions contemplated hereby and thereby by the Company do not and will not (A) violate, conflict with, or result in a breach of any provision of, or constitute a default under the Company’s certificate of incorporation in effect as of the Effective Date (as amended through the Effective Date, the “Current Charter”) or the Company’s Amended and Restated Bylaws (the “Company Bylaws”) in effect as of the Effective Date, (B) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would become a default) under, or entitle any person to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its subsidiaries is a party (other than any compensation or similar plan or arrangement), (C) violate any Law applicable to the Company, or (D) subject to the receipt of the Requisite Stockholder Approvals, the filing of the Amended and Restated Charter with the Secretary of State of the State of Delaware, compliance with the Securities Act and the Exchange Act, including required filings with the U.S. Securities and Exchange Commission (the “SEC”), required filings pursuant to state securities or “blue sky” Laws and the approval by the New York Stock Exchange (the “NYSE”) of the shares of Class A Common Stock into which the Class B Common Stock shall be exchanged and reclassified by virtue of the Amended and Restated Charter for listing (subject to official notice of issuance), require any action or consent or approval of, or review by, or registration or filing by the Company with, any Governmental Authority, except, with respect to clauses (B), (C) and (D), as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially impair or materially delay the consummation of the Reclassification and the other transactions contemplated hereby.

Conflicts; Consents and Approvals. The execution and delivery of this Agreement and the Shareholders Proxy by the Company, and, subject to the adoption of the Amended and Restated Charter Certificate of Incorporation by the stockholders shareholders of the Company and the filing of the Amended and Restated Charter Certificate of Incorporation with the Secretary of State of the State of DelawareNew York, the consummation of the Reclassification and the other transactions contemplated hereby and thereby by the Company do not and will not (A) violate, conflict with, or result in a breach of any provision of, or constitute a default under the Company’s certificate of incorporation in effect as of the Effective Date date hereof (as amended through the Effective Date, the “Current CharterCertificate of Incorporation”) or the Company’s Second Amended and Restated Bylaws By-Laws (the “Company BylawsBy-Laws”) in effect as of the Effective Date, date hereof; (B) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would become a default) under, or entitle any person party to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its subsidiaries is a party (other than any compensation or similar plan or arrangement), ; (C) violate any Law applicable to the Company, ; or (D) subject to the receipt of the Requisite Stockholder Shareholder Approvals, the filing of the Amended and Restated Charter Certificate of Incorporation with the Secretary of State of the State of DelawareNew York, compliance with the Securities Act and the Exchange Act, including required filings with the U.S. Securities and Exchange Commission (the “SEC”), required filings pursuant to state securities or “blue sky” Laws and the approval by the New York Stock Exchange (the “NYSE”) of the shares of Class A Common Stock into which the Class B Common Stock shall be exchanged and reclassified by virtue of the Amended and Restated Charter Certificate of Incorporation for listing (subject to official notice of issuance), require any action or consent or approval of, or review by, or registration or filing by the Company with, any Governmental Authority, except, with respect to clauses (B), (C) and (D), as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially impair or materially delay the consummation of the Reclassification and the other transactions contemplated hereby.

Conflicts; Consents and Approvals. The execution and delivery of this Agreement by the Company, and, subject to the adoption of the Amended and Restated Charter Proposed Amendments by the stockholders of the Company and the filing of the Amended and Restated Charter Proposed Amendments with the Secretary Department of State of the State of DelawareNew York, the consummation of the Reclassification Transaction and the other transactions contemplated hereby and thereby by the Company do not and will not (Aa) violate, conflict with, or result in a breach of any provision of, or constitute a default under the Company’s certificate of incorporation in effect as of the Effective Date Closing (as amended through the Effective Date, the “Current Charter”) or the Company’s Amended amended and Restated Bylaws restated bylaws in effect as of the Closing (the “Company Bylaws”) in effect as of the Effective Date), (Bb) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would become a default) under, or entitle any person to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its subsidiaries is a party (other than any compensation or similar plan or arrangement), (Cc) violate any Law applicable to the Company, or (Dd) subject to the receipt of the Requisite Stockholder ApprovalsApproval, the filing of the Amended and Restated Charter Proposed Amendments with the Secretary Department of State of the State of DelawareNew York, compliance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including required filings with the U.S. Securities and Exchange Commission (the “SEC”), required filings pursuant to state securities or “blue sky” Laws and the approval by the New York Nasdaq Stock Exchange Market (the “NYSENasdaq”) of the shares of Class A Common Stock into which the Class B Common C Preferred Stock shall be exchanged and reclassified by virtue of the Amended and Restated Reclassification Charter Amendment for listing (subject to official notice of issuance), require any action or consent or approval of, or review by, or registration or material filing by the Company with, any Governmental Authority, except, with respect to clauses (Bb), (Cc) and (Dd), as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially impair or materially delay the consummation of the Reclassification Transaction and the other transactions contemplated hereby.

Conflicts; Consents and Approvals. The execution and delivery of this Agreement and the RMS Proxy by the Company, and, subject to the adoption of the Amended and Restated Charter by the stockholders of the Company and the filing of the Amended and Restated Charter with the Secretary of State of the State of Delaware, the consummation of the Reclassification and the other transactions contemplated hereby and thereby by the Company do not and will not (Aa) violate, conflict with, or result in a breach of any provision of, or constitute a default under the Company’s certificate of incorporation in effect as of the Effective Date (as amended through the Effective Date, the “Current Charter”) Charter or the Company’s Amended and Restated Bylaws (the “Company Bylaws”) in effect as of the Effective Date), (Bb) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would become a default) under, or entitle any person party to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its subsidiaries is a party (other than any compensation or similar plan or arrangement), (Cc) violate any Law applicable to the Company, or (Dd) subject to the receipt of the Requisite Stockholder ApprovalsApproval, the filing of the Amended and Restated Charter Proposed Amendments with the Secretary of State of the State of DelawareSDAT, compliance with the Securities Act and the Exchange Act, including required filings with the U.S. Securities and Exchange Commission (the “SEC”), required filings pursuant to state securities or “blue sky” Laws and the approval by the New York Stock Exchange (the “NYSE”) of the shares of Class A Common Stock into which the Class B Common Stock shall be exchanged and reclassified by virtue of the Amended and Restated Charter Proposed Amendments for listing (subject to official notice of issuance), require any action or consent or approval of, or review by, or registration or material filing by the Company with, any Governmental Authority, except, with respect to clauses (Bb), (Cc) and (Dd), as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially impair or materially delay the consummation of the Reclassification and the other transactions contemplated hereby.

Conflicts; Consents and Approvals. The Except as set forth in Section 4.5 of the Disclosure Schedule, neither the execution and delivery of this Agreement by Seller or Principals nor the Company, and, subject to the adoption consummation by them of the Amended and Restated Charter by the stockholders of the Company and the filing of the Amended and Restated Charter with the Secretary of State of the State of Delaware, the consummation of the Reclassification and the other transactions contemplated hereby and thereby or by the Company do not and will not Additional Documents will: (Aa) violate, conflict with, or result in a breach of any provision of, the Organizational Documents of Seller or constitute a default under the Company’s certificate any of incorporation in effect as of the Effective Date its Affiliates; (as amended through the Effective Date, the “Current Charter”b) or the Company’s Amended and Restated Bylaws (the “Company Bylaws”) in effect as of the Effective Date, (B) violate, or conflict with, or result in a breach of any provision of, violate or constitute a default (or an event which, with the giving of notice or lapse notice, the passage of time or bothotherwise, would become constitute a default) under, or entitle any person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance upon Lien on any of the properties or assets of the Company or any of its subsidiaries Purchased Assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease Seller Permit or other instrument or obligation to which the Company Seller or any of its subsidiaries a Principal is a party party; (other than any compensation or similar plan or arrangement), (Cc) violate any Law applicable Order, Seller Permit or Applicable Laws relating to the CompanySeller, Principals, any of their respective Affiliates or their respective properties or assets; or (Dd) subject to the receipt of the Requisite Stockholder Approvals, the filing of the Amended and Restated Charter with the Secretary of State of the State of Delaware, compliance with the Securities Act and the Exchange Act, including required filings with the U.S. Securities and Exchange Commission (the “SEC”), required filings pursuant to state securities or “blue sky” Laws and the approval by the New York Stock Exchange (the “NYSE”) of the shares of Class A Common Stock into which the Class B Common Stock shall be exchanged and reclassified by virtue of the Amended and Restated Charter for listing (subject to official notice of issuance), require any action or consent or approval of, or review by, or registration or filing or payment by the Company withSeller, Principals or any of their respective Affiliates with any third party or any Governmental Authority. 4.6 Absence of Certain Changes. Since December 31, except2018, with respect to clauses (B), (C) and (D), as would not reasonably be expected to, individually or Seller has operated the Business in the aggregateOrdinary Course of Business and there has not been any change, have occurrence or event that has had a material adverse effect on the Company Business, the Purchased Assets or prevent the operations, assets, properties, employees or materially impair sales personnel, customer base, prospects, rights or materially delay condition (financial or otherwise) of Seller relating to the consummation Business (a “Material Adverse Effect”). Without limiting the foregoing, except as set forth on Section 4.6 of the Reclassification Disclosure Schedule, since December 31, 2018, Seller has not: (a) directly or indirectly sold, transferred, leased, pledged, encumbered or otherwise disposed of any of the Purchased Assets, other than the sale of Inventory in the Ordinary Course of Business; (b) incurred, assumed, guaranteed or otherwise became liable for any Indebtedness Amount; (c) changed its method of doing business or changed any method or principle of accounting in a manner that is inconsistent with past practice; (d) written up, written down or written off the book value of any assets included in the Purchased Assets, except for amortization in accordance with GAAP; (e) modified, amended or terminated, or waived, released or assigned any material rights or claims with respect to, any Assumed Contract; (f) made any capital expenditure or investment in excess of $25,000, individually, or $50,000, in the aggregate; (g) managed working capital components in a fashion inconsistent with past practice, including (i) failing to make normal capital expenditures, repairs, improvements and dispositions and (ii) failing to conduct cash management customs and practices in the ordinary course of business consistent with past practice with respect to the collection of accounts receivable and payment of accounts payable; (h) made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment relating to Seller, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Seller, or taken any other transactions contemplated hereby.similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or 13