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

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by or the Company performance under the Transaction Documents to which the Seller Parties are a party nor the consummation by the Company Seller Parties of the transactions contemplated hereby Transaction will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (bi) except as set forth on Schedule 3.4(b4.3 hereto (the “Required Consents”), require any consent, license, approval, authorization authorization, order or permit of, or registration or filing with or declaration or notification to, any governmental or regulatory authorityPerson (including without limitation any Governmental Authority), except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalslicense, authorizations approval, authorization, order or permits, or to make such filings or notifications, permit would not result, individually or in the aggregate, in a Material Adverse Effect on the Business; (ii) violate any order, judgment, decree, injunction, statute, rule or regulation of any court or any other Governmental Authority applicable to any Seller Party, except, in each case, such as would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Business; (iii) result in a breach or violation of any provision of any Seller Party’s articles of incorporation, by-laws, articles of association or similar organizational documents; (civ) except as set forth on Schedule 3.4(c)violate or result in a breach of or constitute an occurrence of default under any provision of, result in a violation the acceleration or breach ofcancellation of any obligation under, or constitute (with or without due notice or lapse or time or both) a default (or give rise to a right by any right party to terminate or amend its obligations under, any mortgage, deed of terminationtrust, cancellation or acceleration or lien conveyance to secure debt, note, loan, indenture, Lien, lease, agreement, instrument, order, judgment, decree or other charge arrangement or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation commitment to which the Company or any of its Subsidiaries Seller Party is a party or by which it is bound that might have any effect on the consummation of them the Transaction, title to the Purchased Assets or any the conduct of their respective assets may be boundthe Business, except for except, in each case, such violationsas would not, breaches and defaults (individually or rights of terminationin the aggregate, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse EffectEffect on the Business; (v) conflict with, violate or result in any breach, suspension, revocation or modification of any Governmental Permit that relates to the Business or the Purchased Assets; or (dvi) assuming result in the consents, approvals, authorizations imposition or permits and filings creation of any Lien (other than Permitted Liens) upon or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable relating to the Company Business or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effectthe Purchased Assets.

Consents and Approvals; No Violation. Neither Except for the execution and delivery of this Agreement by the Company nor the consummation by the Company filing of the transactions contemplated hereby will (a) conflict with or result in any breach Articles of any provision of Merger under the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with TBCA and the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR H-S-R Act"), or as set forth in Section 3.5 of the Holdings Disclosure Schedule, neither the execution and delivery by Parent or Holdings of this Agreement or the Transaction Agreements to which it is a party nor the consummation by Parent or Holdings of the transactions contemplated hereby or thereby will: (i) conflict with or violate the certificate or articles of incorporation, by-laws or comparable charter or organizational documents of Parent, Holdings or any of the Transferred Companies, (ii) pursuant violate any statute, law, judgment, decree, order, regulation or rule (collectively, "Laws") of any Governmental Entity (as hereinafter defined) applicable to Parent, Holdings or the applicable requirements Transferred Companies or any of the Exchange Acttheir respective properties or assets, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or require any consent of another party to, any indenture, license, lease, contract, instrument, agreement or commitment (collectively, "Contracts") to any right of terminationwhich Parent or Holdings (each, cancellation with respect to the Business) or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Transferred Companies is a party or by which Parent or Holdings (each, with respect to the Business) or any of them the Transferred Companies or any of their respective properties or assets may be is bound, except for (iv) result in the creation of any Lien on any of the assets of Holdings or any Transferred Company or (v) require any filing with, or the obtaining of any consent, approval, certificate, license, permit, waiver or authorization of ("Governmental Consent"), any governmental or regulatory authority, court or agency, whether federal, state, local or foreign (each, a "Governmental Entity"), other than, in the case of clauses (ii), (iii), (iv) and (v), such violations, breaches breaches, conflicts, defaults, terminations, accelerations, third-party consents, Liens and defaults (Governmental Consents which, individually or rights of terminationin the aggregate, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse EffectEffect on the Business, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effectadversely affect in any material respect the ability of Parent or Holdings to consummate the transactions contemplated hereby or would not adversely affect in any material respect the ability of Acquiror Sub to conduct the Business after the Closing in substantially the same manner as presently conducted.

Consents and Approvals; No Violation. Neither Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company nor Transaction Agreements do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) conflict with the Company Charter or result in any breach of any provision of the respective certificate of incorporation, respective Company By-Laws Laws, (b) any loan or comparable governing instruments of credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiariesproperties or assets, other than, in the case of clauses (b), (bc) except as set forth on Schedule 3.4(bor (d), require any consentsuch conflicts, approvalviolations, authorization breaches, defaults, rights, liens, security interests, charges or permit encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or filing with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or notification to, any governmental or regulatory authorityis necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection connection, or in compliance, with the applicable requirements provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of Securities Act and the Exchange Act, (iiiii) the filing of the Certificate of Merger pursuant to with the DGCL Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business, all each of which states are is set forth on in Schedule 3.4(b)(iii)3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required by any to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable state corporationrequirements, securities or if any, of "blue sky" laws or state takeover laws or and the NASDAQ Composite Index and (vvi) where such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentsbe obtained or made would not, approvalsindividually or in the aggregate, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse EffectEffect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, (c) except as set forth on Schedule 3.4(c)and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in a any violation or breach of, or constitute breach or default (with or without due notice or lapse or time of time, or both) a default (under, or give rise to any others a right of termination, cancellation or acceleration of any obligation or lien the loss of a material benefit under, or other result in the creation of any lien, security interest, charge or encumbrance) under encumbrance upon any of the termsproperties or assets of the Company under, conditions or provisions any of any note, license, agreement or other instrument or obligation the license agreements to which the Company or any of its Subsidiaries it is a party or by which any of them or any of their respective assets may be boundparty, except for such conflicts, violations, breaches and defaults (or breaches, defaults, rights of termination, cancellation or acceleration or liens as would not, individually or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not in the aggregate, have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by Effect on the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as . All license agreements of the date Company are listed in Schedule 3.4 of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse EffectDisclosure Schedule.

Consents and Approvals; No Violation. Neither Except as set forth in SECTION 3.6 OF THE COMPANY DISCLOSURE LETTER and subject to obtaining the execution Company Stockholder Approval, neither the execution, delivery and delivery performance by the Company of this Agreement by or any of the Company Ancillary Documents nor the consummation by the Company of the transactions contemplated hereby will or thereby will: (ai) violate, conflict with or result in any a breach of any provision of the respective certificate Certificate of incorporation, respective Incorporation or By-Laws of the Company or comparable governing instruments of any of its Subsidiaries; (ii) violate any Laws applicable to the Company or any of its Subsidiaries or their respective properties or assets, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; (iii) result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, result in the creation of any Encumbrance upon any of the material properties or assets of the Company or any of its SubsidiariesSubsidiaries under any Company Material Contract (as defined in Section 3.19), except for any of the foregoing matters specified in the foregoing clause which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; or (iv) other than: (A) the filings provided for in Section 1.3 hereof, (bB) except the filings required under the Securities Exchange Act of 1934, as set forth on Schedule 3.4(bamended (the "EXCHANGE ACT"), require any consent, approval, authorization or permit of, or filing with or notification tothe Securities Act, any governmental applicable state securities or regulatory authority, except "blue sky" Laws or the rules and regulations of the NYSE and (iC) in connection with the applicable requirements filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do businessapplicable foreign or supranational antitrust and competition Laws, all of which states are set forth on Schedule 3.4(b)(iii)require any consent, (iv) as may be required by any applicable state corporationapproval, securities order or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach authorization of, or constitute (with declaration, filing or without due notice or lapse or time or both) a default (or give rise to registration with, any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company Governmental Entity or any other Person, the lack of its Subsidiaries is a party which, individually or by which any of them or any of their respective assets may in the aggregate, would reasonably be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as expected to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither None of the execution and delivery of this Agreement by the Company nor Agreement, the consummation by the Company of the transactions contemplated hereby hereby, or compliance with any of the provisions hereof, will (ai) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, waiver, approval, authorization or permit of, or filing with or notification to, or any governmental or regulatory authorityother action by, except (i) in connection any Governmental Authority by the Sellers, other than necessary filings on Schedule 13D and Form 4 with the applicable requirements of Commission, and those consents, waivers, and approvals obtained under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")Shareholder Agreement, (ii) pursuant violate the certificate of incorporation, bylaws or trust document of the Sellers, or any Law of any Governmental Authority which may be applicable to the applicable requirements Sellers, or by which any of the Exchange ActSellers' activities, properties or assets (including, without limitation, the Shares) may be bound or affected or (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do businessviolate, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permitsbreach, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach ofconflict with, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien any obligation to pay or other charge or encumbranceresult in the imposition of any Encumbrance upon any of the property of the Sellers (including, without limitation, the Shares)) under under, any of the terms, conditions or provisions of any note, licensebond, agreement mortgage, indenture, Encumbrance, contract, agreement, Permit, Order, or other instrument or obligation to which the Company or any of its Subsidiaries is Sellers are a party or by which any of them the Sellers' activities, properties or any of their respective assets (including, without limitation, the Shares) may be boundbound or affected, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming than the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made Shareholder Agreement and the approval of this Agreement instruments by which the Company's stockholders has been obtainedXxxxxx Xxxx Xxxxxxx HHS (2001) GST Trust, violate any orderthe Xxxxxx Xxxx Xxxxxxx LVS (2001) GST Trust, writthe Xxxxxx Xxxxxxx Xxxxxxx HHS (2001) GST Trust, injunction, decree, statute, rule or regulation in effect as of and the date of this Agreement and applicable Xxxxxx Xxxxxxx Romaner LVS (2001) GST Trust obtained the purchase money debt used to the Company or any of its Subsidiaries or any of acquire their respective assets, except for violations which would not have a Company Material Adverse EffectShares.

Consents and Approvals; No Violation. Neither Except as disclosed in ------------------------------------ Section 5.4 of the ART Disclosure Letter, none of the execution and delivery by ART of this Agreement by Agreement, the Company nor ART Merger Agreement, the consummation by the Company ART of the transactions contemplated hereby and thereby or compliance by ART with any of the provisions hereof will (a) conflict with or result in any a breach of any provision of the respective certificate charters, bylaws or partnership agreements (or similar governing documents) of incorporation, respective By-Laws or comparable governing instruments of the Company ART or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, the Securities Act and the HSR Act and (iiiii) the for filing of the Certificate of Merger with respect to the ART Merger pursuant to the DGCL and appropriate documents GBCA, (c) result in a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the relevant authorities creation of other states in which a lien or encumbrance on any of the Company assets of ART or any of its Subsidiaries is authorized to do businesspursuant to, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company ART or any of its Subsidiaries is a party or by which ART or any of them its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (bound or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effectaffected, or (d) assuming the consents, approvals, authorizations violate or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate conflict with any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company ART or any of its Subsidiaries or any of their respective properties or assets, except for other than (i) such defaults, rights of termination, cancellation, amendment or acceleration, liens and encumbrances, violations which and conflicts and (ii) such consents, approvals, authorizations, permits or filings, as set forth pursuant to (b) above, that are not obtained, which, in the aggregate, would not have a Company Material Adverse EffectEffect on ART and would not materially impair ART's ability to consummate the transactions contemplated by this Agreement and the ART Merger Agreement.

Consents and Approvals; No Violation. Neither Except as set forth in Section 3.08 of the Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective certificate Amended and Restated Certificate of incorporation, respective Incorporation or By-Laws (or comparable other similar governing instruments documents) of the Company or any of its Subsidiaries, (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or body (“Governmental Entity”), except (iA) in connection with the applicable requirements of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (iiB) pursuant to the applicable Securities Act and the Exchange Act or the rules and requirements of the Exchange ActNASDAQ Stock Market LLC, (iiiC) the filing of the Certificate a certificate of Merger merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)DGCL, (ivD) as may be required by any applicable filings under state corporationsecurities, securities “Blue-Sky” or "blue sky" laws or state takeover laws or in connection with maintaining the good standing and qualification of the Surviving Corporation following the Effective Time or (vE) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not in the aggregate when taken together with all such other failures reasonably be likely to have a Company Material Adverse Effect, ; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its the Subsidiaries is a party or by which the Company, any of them the Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, unilateral modification or amendment, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained prior to the Effective Time or which that in the aggregate would not reasonably be expected to have a Company Material Adverse Effect, ; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its the Subsidiaries or any of their respective assetsproperties or businesses, except for violations which (other than of orders, writs, injunctions or decrees issued against the Company, or any of the Subsidiaries or naming the Company, or any of the Subsidiaries as a party) that would not in the aggregate reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company or the Company Stockholders, nor the consummation by the Company or the Company Stockholders of the transactions contemplated hereby will by this Agreement, will: (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority, except (i) the filing of a Certificate of Merger in connection accordance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")Delaware Law and Georgia Law, (ii) pursuant to any regulatory approvals or routine governmental consents normally acquired after the applicable requirements consummation of transactions such as transactions of the Exchange Actnature contemplated by this Agreement, which consents and approvals are listed on Schedule 3.4, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization, or permitspermit, or to make such filings filing or notificationsnotification, would is not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement, or (civ) except as set forth on Schedule 3.4(c), approvals required pursuant to the HSR Act; (b) result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation cancellation, or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions conditions, or provisions of any notecontract, license, commitment or similar agreement or other instrument or obligation to which the Company or any of its the Subsidiaries is a party or by which any of them or any of their respective assets may be boundparty, except (i) as set forth on Schedule 3.4 or (ii) for such violations, breaches and defaults (or rights of termination, cancellation cancellation, or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (dc) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications matters referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained3.4(a), violate any order, writ, injunction, decree, statute, rule rule, or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its Subsidiaries the Subsidiaries, or any of their respective assets, except for violations which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement. The Company is not in violation of its charter or bylaws.

Consents and Approvals; No Violation. Except for applicable requirements of the HSR Act, the Exchange Act, state securities or blue sky laws, certain filings and approvals relating to health care licensing, certificate of need, change of ownership filings pursuant to Medicare and Medicaid laws and similar matters, and the filings and recordation of the Articles of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by the this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect or could not prevent, materially delay or materially impair the ability of Company to consummate the transactions contemplated by this Agreement. Neither the execution and delivery by Company of this Agreement by the Company Agreement, nor the consummation by the Company of the transactions contemplated hereby hereby, nor compliance by Company with any of the provisions hereof, will (ai) conflict with or result in any breach of any provision provisions of the respective certificate charter documents or by-laws of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Company Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation cancel lation or acceleration or lien or other charge or encumbranceacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation ("Contracts") to which the Company or any of its Company Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (diii) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications matters referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained6.5, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its Company Subsidiaries or any of their respective properties or assets, except in the case of clauses (ii) and (iii) for violations violations, breaches or defaults which would not not, alone or in the aggregate, have a Company Material Adverse EffectEffect or that would not prevent, materially delay or materially impair the ability of Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violation. Neither Except as set forth on the execution Company Disclosure Letter delivered to the Parent as of the date of this Agreement (the "Company Disclosure Letter"), and except for any required approval of the Merger by the stockholders of the Company and the filing of the Delaware Certificate of Merger in accordance with the DGCL, neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company it of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation, respective Incorporation or By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, Company; (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of in connection with the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (vC) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a Company Material Adverse Effect, and (cD) except for any requirements which became applicable to the Company as set forth on Schedule 3.4(c), a result of the specific regulatory status of the Parent or the Purchaser or as a result of any other facts that specifically relate to the business or activities in which the Parent or the Purchaser is or proposes to be engaged; (iii) constitute a breach or result in a violation or breach ofdefault under, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lien or other charge or encumbrance) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation of any kind to which the Company is a party or by which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for any such violationsbreach, breaches and defaults (default or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) right as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not have a Company Material Adverse Effect, ; or (div) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made DGCL and the approval of this Agreement by the Company's stockholders has been obtainedHSR Act, violate any order, writ, injunction, judgment, decree, law, statute, rule rule, regulation or regulation in effect as of the date of this Agreement and governmental permit or license applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which violation would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation, respective Incorporation or By-Laws or comparable governing instruments of the Company or any of its SubsidiariesCompany, (b) except as set forth on Schedule SCHEDULE 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule SCHEDULE 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them it or any of their respective its assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company SunTrust and Sub nor the consummation by the Company SunTrust and Sub of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate its articles of incorporation, respective By-Laws incorporation or comparable governing instruments of the Company or any of its Subsidiariesbylaws, (b) except as set forth on Schedule 3.4(b)violate, require any consentconflict with, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any right of termination, cancellation or acceleration or lien or other charge encumbrance upon any of the properties or encumbrance) under assets of SunTrust or any of SunTrust's subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company SunTrust or any of its Subsidiaries SunTrust's subsidiaries is a party or by to which any of them they or any of their respective properties or assets may be boundare subject, except for such violations, breaches and defaults (conflicts, breaches, defaults, terminations, accelerations or rights creations of termination, cancellation or acceleration or liens or other charges encumbrances, which, either individually or encumbrances) as to which requisite waivers or consents have been obtained or which would in the aggregate, will not have a Company Material Adverse Effect, (c) constitute or result in a violation of any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which it or any of its subsidiaries is subject, except for the consents, approvals and notices set forth below and except for such violations which, either individually or in the aggregate, will not have a Material Adverse Effect, or (d) assuming require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, including, but not limited to, authorities, agencies and the staff's thereof regulating financial institutions, domestic (whether federal, state, municipal or local) or foreign ("Governmental Entity"), except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing the Virginia Articles of Merger, (iii) filings required under the securities or blue sky laws of the various states, (iv) the applications, notices, reports and other filings required to be made in connection with the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Crestar Act of 1956, as amended (the "BHC Act"), (v) the approvals of any other Governmental Entities pursuant to state banking laws and regulations (the "Regulatory Approvals"), (vi) filings and approvals pursuant to any applicable state takeover law, (vii) pursuant to the rules of the New York Stock Exchange or (viii) consents, approvals, authorizations or permits and authorizations, permits, filings or notifications referred to in this Section 3.4 are duly and timely which, if not obtained or made and will not, individually or in the approval of this Agreement by the Company's stockholders has been obtainedaggregate, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither Except as set forth in Section ------------------------------------ ------- 4.5 of the Company Disclosure Schedule, neither the execution and delivery of --- this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach or violation of any provision of the respective certificate Certificate of incorporationIncorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company, respective By-Laws or comparable governing instruments (ii) constitute a default (or an event which, with notice or lapse of time or both, could constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance upon any of the properties or assets of the Company or any of its SubsidiariesSubsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (biii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiA) pursuant to the applicable requirements of the Exchange Act, (iiiB) the filing a certificate of the Certificate of Merger merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)DGCL, (ivC) as may be required by any applicable state corporationfilings under the HSR Act and the termination of the waiting periods thereunder, securities or "blue sky" laws or state takeover laws or (vD) where the failure to obtain such consents, approvals, authorizations or authorizations, permits, or to make such filings or notifications, would notifications which if not obtained or made will not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation Effect or breach of, prevent or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any materially delay consummation of the terms, conditions Offer or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse EffectMerger, or (dE) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by or notice to any Educational Agency with jurisdiction over Company or Schools for the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as consummation of the date of transactions contemplated by this Agreement and applicable the transfer of ownership of Schools to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse EffectPurchaser.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions transaction contemplated hereby will will: (ai) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation, respective Incorporation or By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, ; (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iiiB) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all (C) in connection with any state or local tax which is attributable to a change in the beneficial ownership of which states are set forth on Schedule 3.4(b)(iiireal property owned by the Company or its Subsidiaries (collectively, the "Gains Taxes"), (ivD) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws laws, (E) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer or the Merger or the transaction contemplated by this Agreement, or (vF) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a Company Material Adverse Effect, Effect on the Company; (ciii) except as set forth on in Schedule 3.4(c)4.1(d) of the Company Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation cancellation, consent or acceleration or lien or other charge or encumbrance) under under, or cause any payment to be required to be made or any securities or rights of the Company to be issued pursuant to, any of the terms, conditions or provisions of any note, license, agreement agreement, plan or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens lien or other charges charge or encumbrancesencumbrance) as to which requisite requisite, waivers or consents have been obtained or which which, in the aggregate, would not have a Company Material Adverse Effect, Effect on the Company; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 4.1(d) are duly and timely obtained or made and and, with respect to the Merger, the approval of this Agreement by the Company's stockholders has been obtainedobtained to the extent required by the DGCL, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or to any of their respective assets, except for violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution ------------------------------------ and delivery of this Agreement by the Company SLC nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective SLC's certificate of incorporation, respective By-Laws incorporation or comparable governing instruments of the Company or any of its Subsidiariesbylaws, (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR H-S-R Act"), (iiB) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL such filings and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) approvals as may be required by any applicable state corporationunder the Securities Exchange Act of 1934, securities as amended (the "Exchange Act") or the "blue sky" ", takeover or securities laws or state takeover laws of various states, or (vC) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a Company Material Adverse Effect, prevent or delay consummation of the transactions contemplated by this Agreement or would not otherwise prevent SLC from performing its obligations under this Agreement; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company SLC or any of its Subsidiaries SLC's subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not have result in a Company Material Adverse Effect, material adverse effect on SLC; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or SLC, any of its Subsidiaries SLC's other subsidiaries or any of their respective assets, except for violations which would not have result in a Company Material Adverse Effectmaterial adverse effect on SLC.

Consents and Approvals; No Violation. Neither the execution (a) The execution, delivery and delivery of this Agreement by the Company nor the consummation performance by the Company of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company do not and will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of not require the Company or any of its SubsidiariesSubsidiaries to procure, (b) except as set forth on Schedule 3.4(b), require make or provide prior to the Closing Date any consent, approval, authorization or permit of, or action by, filing with or notification toto any United States or foreign national or supranational, any state or local governmental or regulatory authorityagency, except commission, court, body, entity or authority or any public or private arbitral body (each, a “Governmental Entity”), other than (i) in connection the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the "“HSR Act"”), (iiiii) pursuant to compliance with any applicable requirements of any other Antitrust and Foreign Investment Laws set forth on Section 3.4(a) of the Company Disclosure Schedules, (iv) compliance with the applicable requirements of the Exchange Act, (iii) including the filing with the SEC of the Certificate of Merger pursuant a proxy statement relating to the DGCL and appropriate documents with Company Stockholder Approval (as amended or supplemented from time to time, the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii“Proxy Statement”), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or and (v) where compliance with the rules and regulations of NYSE (the foregoing clauses (i) through (v), collectively, the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure to obtain such consents, approvals, authorizations or permits, or of which to make such filings or notifications, obtain would not have (A) reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Effect or (cB) except as set forth on Schedule 3.4(c), result in a violation prevent or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any materially delay the consummation of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse EffectMerger.

Consents and Approvals; No Violation. Neither the execution and ------------------------------------ delivery of this Agreement by the Company SLC nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective SLC's certificate of incorporation, respective By-Laws incorporation or comparable governing instruments of the Company or any of its Subsidiariesbylaws, (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR H-S-R Act"), (iiB) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL such filings and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) approvals as may be required by any applicable state corporationunder the Securities Exchange Act of 1934, securities as amended (the "Exchange Act") or the "blue sky" ", takeover or securities laws or state takeover laws of various states, or (vC) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a Company Material Adverse Effect, prevent or delay consummation of the transactions contemplated by this Agreement or would not otherwise prevent SLC from performing its obligations under this Agreement; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company SLC or any of its Subsidiaries SLC's subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not have result in a Company Material Adverse Effect, material adverse effect on SLC; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or SLC, any of its Subsidiaries SLC's other subsidiaries or any of their respective assets, except for violations which would not have result in a Company Material Adverse Effectmaterial adverse effect on SLC.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company Company, nor the consummation by the Company of the transactions contemplated hereby will by this Agreement, will: (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority (as defined in Section 10.16), except (i) the filing of a certificate of merger in accordance with Delaware Law, (ii) in connection with the applicable requirements of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiiii) pursuant to any regulatory approvals or routine governmental consents normally acquired after the applicable requirements consummation of transactions such as transactions of the Exchange Actnature contemplated by this Agreement, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization, or permitspermit, or to make such filings filing or notificationsnotification, would is not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; (cb) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation cancellation, or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions conditions, or provisions of any note, license, agreement or other instrument or obligation to which Material Contract (as hereinafter defined) of the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be boundCompany, except (i) as set forth on Schedule 3.4 or (ii) for such violations, breaches and defaults (or rights of termination, cancellation cancellation, or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (dc) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications matters referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained3.4(a), violate any order, writ, injunction, decree, statute, rule rule, or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries Company, the Subsidiary, or any of their respective assets, except for violations which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with require Seller to file or result in register with, notify, or obtain any breach permit, authorization, consent, or approval of or from, any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, Governmental Entity (b) except as set forth on Schedule 3.4(bdefined below), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements exception of filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (together, the "HSR Act") and filings with the Mexican Comision Federal de Competencia (if any), (ii) pursuant to the applicable requirements conflict with or breach any provision of the Exchange Actcertificate of incorporation or by-laws (or other similar charter documents) of Seller or any of its subsidiaries, including the Company and its subsidiaries, (iii) violate or breach any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the filing creation of a Lien on the Certificate Shares or any asset of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do businesssubsidiaries pursuant to, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company Seller or any of its Subsidiaries subsidiaries, including the Company and its subsidiaries, is a party party, or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights those listed in Section 2.4 of termination, cancellation or acceleration or liens or other charges or encumbrances) the Disclosure Schedule as to which Seller will use its best efforts to obtain requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effectprior to the Closing, or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any material order, writ, injunction, decree, judgment, statute, rule law or regulation in effect as ruling of the date of this Agreement and any Governmental Entity applicable to the Company Seller or any of its Subsidiaries subsidiaries, including the Company and its subsidiaries, excluding from the foregoing clauses (i) and (iii) such requirements, defaults, rights or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.Effect or would not have a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement, or

Consents and Approvals; No Violation. Neither Except as described in the Disclosure Schedule, neither the execution and delivery of this Agreement by the Company EastGroup and Sub nor the consummation by the Company of the transactions contemplated hereby nor compliance by EastGroup and Sub with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective certificate Declaration of incorporationTrust, respective By-Laws as amended or comparable governing instruments Trustees Regulations of EastGroup or the Company or Articles of Incorporation and Bylaws of any of its SubsidiariesSubsidiary, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of Securities Act and the Exchange Act, (iiiii) the filing of the Certificate Articles of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)Maryland Law, (iviii) such filings and approvals as may be required by any applicable state corporation, securities or under the "blue sky," takeover or securities laws or state takeover laws of various states, or (viv) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not in the aggregate have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute default (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, EastGroup Contract (as defined in Section 4.16), license, agreement or other instrument or obligation to which the Company EastGroup or any of its Subsidiaries is a party or by which EastGroup, any of them its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not have a Company Material Adverse Effect, or (d) assuming result in the consentscreation or imposition of any lien, approvalscharge or other encumbrance on the assets of EastGroup or any of its Subsidiaries, authorizations which would have a material Adverse Effect on EastGroup or permits and filings any of its Subsidiaries or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, (e) violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or EastGroup, any of its Subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company or the Company Stockholder, nor the consummation by the Company or the Company Stockholder of the transactions contemplated hereby will by this Agreement, will: (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority (as defined in Section 10.15), except (i) in connection with the applicable requirements filing of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Certificates of 1976, as amended (the "HSR Act")Merger in accordance with Delaware Law and Georgia Law, (ii) pursuant to any regulatory approvals or routine governmental consents normally acquired after the applicable requirements consummation of transactions such as transactions of the Exchange Actnature contemplated by this Agreement, which consents and approvals are listed on Schedule 3.4,or or (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization, or permitspermit, or to make such filings filing or notificationsnotification, would is not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; (cb) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation cancellation, or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions conditions, or provisions of any notecontract, license, commitment or similar agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be boundparty, except (i) as set forth on Schedule 3.4 or (ii) for such violations, breaches and defaults (or rights of termination, cancellation cancellation, or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (dc) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications matters referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained3.4(a), violate any order, writ, injunction, decree, statute, rule rule, or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement. The Company is not, and the consummation of the transactions contemplated by this Agreement will not result, in violation of its Articles of Incorporation or Bylaws.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company Parent or Acquisition Sub nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the their respective certificate certificates of incorporation, respective Byincorporation or by-Laws or comparable governing instruments of the Company or any of its Subsidiaries, laws; (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR H-S-R Act"), (iiB) pursuant to the applicable requirements Securities Exchange Act of 1934, as amended (the "Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii"), (ivC) such filings and approvals as may be required by any applicable state corporation, securities or under the "blue sky," takeover or securities laws or state takeover laws of various states, or (vD) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a Company Material Adverse Effect, prevent or delay consummation of the transactions contemplated by this Agreement or would not otherwise prevent Parent or Acquisition Sub from performing their respective obligations under this Agreement; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which which, individually or in the aggregate, would not have a Company Material Adverse Effect, Effect on Parent and its subsidiaries taken as a whole; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company Parent or Acquisition Sub, any of its Subsidiaries their respective subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.Effect on Parent and its subsidiaries taken as a whole. A.

Consents and Approvals; No Violation. Neither the execution ------------------------------------ and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective certificate articles of incorporation, respective By-Laws incorporation (or comparable governing instruments other similar document) or bylaws (or other similar document) of the Company or any of its Subsidiaries, ; (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of the Company or any of its Subsidiaries, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiA) pursuant to the applicable requirements of the Securities Act and the Exchange ActAct and the NNM, (iiiB) the filing of the Certificate Articles of Merger pursuant to the DGCL TBCA and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (ivC) as may be required by any applicable state corporationsecurities laws, securities or "blue sky" laws or state takeover laws or (vD) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings registration, filing or notificationsnotification, would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except as disclosed in Section 5.2(f) of the Company Disclosure -------------- Schedule and except for such violations, breaches and defaults (or rights of termination, cancellation cancellation, or acceleration or liens lien or other charges charge or encumbrancesencumbrance) as to which requisite waivers or consents have been obtained or which that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company; or (dv) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 3.4 5.2(f) are duly and timely -------------- obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or to any of their respective assets, except for violations which that would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Except as set forth on the execution Company Disclosure Letter delivered to the Parent as of the date of this Agreement (the "Company Disclosure Letter"), and except for any required approval of the Merger by the stockholders of the Company and the filing of the Delaware Certificate of Merger in accordance with the DGCL, neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company it of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation, respective Incorporation or By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, Company; (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of in connection with the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (vC) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a Company Material Adverse Effect, and (cD) except for any requirements which became applicable to the Company as set forth on Schedule 3.4(c), a result of the specific regulatory status of the Parent or the Purchaser or as a result of any other facts that specifically relate to the business or activities in which the Parent or the Purchaser is or proposes to be engaged; (iii) constitute a breach or result in a violation or breach ofdefault under, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lien or other charge or encumbrance) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation of any kind to which the Company is a party or by which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for any such violationsbreach, breaches and defaults (default or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) right as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not have a Company Material Adverse Effect, ; or (div) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made DGCL and the approval of this Agreement by the Company's stockholders has been obtainedHSR Act, violate any order, writ, injunction, judgment, decree, law, statute, rule rule, regulation or regulation in effect as of the date of this Agreement and governmental permit or license applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which violation would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement or the other Intek Documents by Intek or MUSA, as the Company case may be, nor the consummation by the Company Intek or MUSA of the transactions contemplated hereby will (a) conflict or thereby conflicts with or result results in any breach of any provision of the Intek's or MUSA's respective certificate certificates of incorporationincorporation or by-laws, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b)6.2(f) of the Intek Disclosure Schedules, require any consentviolates, approvalconflicts with, authorization constitutes a material breach or permit default (or an event which, with notice or lapse of time or both, would constitute a material breach or default) under, or results in or gives rise to a right of termination of, or filing with accelerates the performance required by, or notification to, results in the creation of any governmental lien or regulatory authority, except (i) in connection with the applicable requirements other encumbrance upon any of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act properties or assets of 1976Intek, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company MUSA or any of its Subsidiaries is authorized to do businessthe Intek Affiliates under, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Intek is a party or by to which any of them they or any of their respective properties or assets may be boundare subject, except for such violations, breaches and defaults (conflicts, breaches, defaults, terminations, accelerations or rights creations of termination, cancellation or acceleration or liens or other charges encumbrances, which, individually or encumbrances) as to which requisite waivers or consents have been obtained or which in the aggregate, would not have a Company Material Adverse EffectEffect on Intek or any Intek Affiliate, requires any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, or other third party except (A) filings under the Hart-Xxxxx-Xxxxxx Xxx in connection with the issuance of the Additional Shares to MIC pursuant to Section 3.1(b)(2)(A) of this Agreement, (B) pursuant to the Exchange Act, (C) filings with, and approvals by, the FCC or any successor thereto, or (dD) assuming the third party consents, approvals, authorizations or permits and authorizations, permits, filings or notifications referred to in this Section 3.4 are duly and timely which if not obtained or made and would not, individually or in the approval of this Agreement by the Company's stockholders has been obtainedaggregate, violate have a Material Adverse Effect on Intek or MUSA, or violates any order, writ, injunction, decree, statute, rule rule, regulation, order or regulation in effect as decree of any Governmental Entity by which Intek, MUSA, the date of this Agreement and applicable to the Company or any of its Subsidiaries Intek Subsidiaries, or any of their respective assets, except for violations which would not have a Company Material Adverse Effectis bound.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.5 have been obtained and all filings and obligations described in this Section 3.5 have been made, the execution, delivery or performance of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a material benefit under, or result in the creation of any Lien, upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the By-laws of the Company, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) except as set forth in Section 3.5 of the Company Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license (including any of the Company Merchant Contracts) applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (including any of the Company Merchant Contracts), other than, in the case of clauses (iii) or (iv), any such violations, defaults, rights, or Liens that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity, Card Association or any other Person is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company nor or is necessary for the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityMerger, except (i) in connection connection, or in compliance, with the applicable requirements provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of and the Exchange Act, (iiiii) the filing of the Certificate of Merger pursuant to with the DGCL Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business, all of which states are set forth on Schedule 3.4(b)(iii)(iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) applicable requirements, if any, of Blue Sky Laws or the New York Stock Exchange, (vi) as may be required by any applicable state corporationunder foreign laws, securities or "blue sky" laws or state takeover laws or (vvii) where such filings, authorizations and approvals under the Change in Bank Control Act, (viii) such filings, authorizations and approvals under the Utah Statute, (ix) such filings, authorizations and approvals under Section 4 of the Bank Holding Company Act, and (x) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentsbe obtained or made would not, approvalsindividually or in the aggregate, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse EffectEffect on the Company, (c) except as set forth on Schedule 3.4(c), result in a violation materially impair the ability of the Company to perform its obligations hereunder or breach of, prevent or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right materially delay the consummation of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement and the Holding Company Merger Agreement by the Company nor and the execution and delivery of the Bank Merger Agreement by Company Bank do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by the Company and the Company Bank will not, result in any violation of, or default (awith or without notice or lapse of time, or both) conflict with under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in any breach the loss of a benefit under, or result in the creation of any provision Lien upon any of the respective certificate of incorporation, respective By-Laws properties or comparable governing instruments assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws, (ii) the Organizational Documents of any of the Company’s Subsidiaries, (biii) except as set forth on Schedule 3.4(bany Company Contract or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (iii), require any consentsuch violations, approvaldefaults, authorization rights or permit Liens that would not, individually or in the aggregate, have a Material Adverse Effect on the Company or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or thereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or filing with respect to the Company or notification to, any governmental or regulatory authority, except (i) of its Subsidiaries in connection with the applicable requirements execution and delivery of this Agreement or the Holding Company Merger Agreement by the Company or the Bank Merger Agreement by the Company Bank or is necessary for the consummation by the Company or the Company Bank of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Merger, the Holding Company Merger or the Bank Merger, as amended applicable and the other transactions contemplated by this Agreement, except for (I) the "HSR Act")Specified Requisite Regulatory Approvals, (iiII) pursuant to in connection, or in compliance, with the applicable requirements provisions of the Exchange Act, (iiiIII) with respect to the Merger and the Holding Company Merger, the filing of articles of merger with the Certificate Secretary of Merger pursuant to State of the DGCL State of Iowa and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business, all of which states are set forth on Schedule 3.4(b)(iii)(IV) with respect to the Bank Merger, (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any filing of the terms, conditions or provisions articles of any note, license, agreement or merger with the Secretary of State of the State of Iowa and Secretary of State of the State of South Dakota and appropriate documents with the relevant authorities of other instrument or obligation to states in which the Company Bank or any of its Subsidiaries is a party or by which any of them or any of their respective assets qualified to do business, (V) such filings, authorizations, Orders and approvals as may be boundrequired to obtain the State Takeover Approvals, except for (VI) such violationsfilings as may be required in connection with the Taxes described in Section 5.7, breaches (VII) compliance with applicable requirements of The NASDAQ Global Market (“NASDAQ”), (VIII) compliance with applicable requirements, if any, under foreign or multinational Laws relating to antitrust and defaults to competition clearances and (or rights of termination, cancellation or acceleration or liens or IX) such other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvalsOrders, authorizations or permits authorizations, registrations, declarations and filings or notifications referred the failure of which to in this Section 3.4 are duly and timely be obtained or made and would not, individually or in the approval of this Agreement by the Company's stockholders has been obtainedaggregate, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to have a Material Adverse Effect on the Company or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or prevent or materially delay the consummation of any of its Subsidiaries the transactions contemplated hereby by the Company or any of their respective assets, except for violations which would not have a Company Material Adverse EffectBank.

Consents and Approvals; No Violation. Neither the execution and delivery of this Equity Purchase Agreement by the Company nor the consummation by the Company FMI Group LLC of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective certificate its constitutional documentation of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, FMI Group LLC; (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or registration, declaration or filing with or notification to, any governmental or regulatory authority, except entity (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActGovernmental Entity"), (ii) pursuant to the applicable requirements of the Exchange Actexcept such consents, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company approvals, authorizations, permits, filings or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) notifications where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would could not in the aggregate reasonably be expected to have a Company Material Adverse Effect, Effect or adversely affect the ability of FMI Group LLC to consummate the transactions contemplated hereby; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any material note, license, agreement or other instrument or obligation to which the Company FMI Group LLC or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, which would in the aggregate reasonably be expected to have a Material Adverse Effect, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens lien or other charges charge or encumbrancesencumbrance) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, obtained; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company FMI Group LLC or any of its Subsidiaries or any of their respective assets, except for violations which would could not in the aggregate reasonably be expected Schedule 2.6-1 to have a Company Material Adverse EffectEffect or adversely affect the ability of FMI Group LLC to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Subject to (i) obtaining the Company Shareholder Approval, (ii) compliance with the requirements of the Exchange Act, and (iii) the filing of the Certificate of Merger, and except as disclosed on Section 2.8 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement do not, and the consummation of the Transactions (including the changes in ownership of the shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement will not (i) conflict with or violate the Certificate of Incorporation or Bylaws of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) conflict with or violate any statute, ordinance, rule, regulation, judgment, order, writ, injunction, decree or law applicable to the Company or its Subsidiaries, or by which any of them or any of their respective properties or assets may be bound or affected, or (iii) result in a violation or breach of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit under, or the creation of any pledges, claims, equities, options, liens, charges, call rights, rights of first refusal, "tag" or "drag" along rights, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") on any of the property or assets of the Company or any of its Subsidiaries pursuant to any loan or credit agreement, note, bond, mortgage, indenture, License Agreement (as defined in Section 2.22), or other agreement, instrument, Contract or Permit applicable to the Company, its Subsidiaries or any of their respective properties or assets, except for such violations, breaches or defaults that individually or in the aggregate would not have a Material Adverse Effect on the Company. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by the Company in connection with the execution and delivery of this Agreement by the Company nor or the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityTransactions, except for (i) in connection the filing with the applicable requirements SEC of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Proxy Statement relating to the approval by the Company's shareholders of 1976, as amended (the "HSR Act")this Agreement, (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)NJBCA, (iviii) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such other consents, approvals, authorizations or permitsorders, or to make such authorizations, registrations, declarations and filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result identified in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any Section 2.8 of the termsCompany Disclosure Schedule, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesiv) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations orders, authorizations, registrations, declarations or permits and filings filings, the failure of which to obtain would not individually or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by aggregate have a Material Adverse Effect on the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither Except as described in the Disclosure Schedule delivered herewith, neither the execution and delivery of this Agreement by the Company LNH nor the consummation by the Company of the transactions contemplated hereby nor compliance by LNH with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective certificate Articles of incorporationIncorporation, respective By-Laws as amended, Bylaws, as amended, or comparable governing instruments other organization documents of LNH or the Company or Articles of Incorporation and Bylaws of any of its SubsidiariesSubsidiary, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority (as defined in Section 8.10), except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of Securities Act and the Exchange Act, (iiiii) the filing of the Certificate Articles of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)Maryland Law, (iviii) such filings and approvals as may be required by any applicable state corporation, securities or under the "blue sky," takeover or securities laws or state takeover laws of various states, or (viv) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not in the aggregate have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute default (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, Contract (as defined in Section 3.16), license, agreement or other instrument or obligation to which the Company LNH or any of its Subsidiaries is a party or by which LNH, any of them its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not have a Company Material Adverse Effect, or (d) assuming result in the consentscreation or imposition of any lien, approvals, authorizations charge or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and other encumbrance on the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate Certificates of incorporation, respective By-Laws Incorporation or comparable Bylaws (or other similar governing instruments documents) of the Company or any of its Subsidiariessubsidiaries, and except as disclosed in Section 3.07 of the Company Disclosure Letter and except for filings, permits, authorizations, notices, consents and approvals as may be required under, and other applicable requirements of, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act, the Exchange Act, the DGCL, and the "takeover" or blue sky laws of various states and consents, approvals, authorizations or filings under laws of jurisdictions outside the United States, and filings, notices, consents, authorizations and approvals as may be required by local, state, and federal regulatory agencies, commissions, boards, or public authorities with jurisdiction over health care facilities and providers, (bi) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not in the aggregate have a Company Material Adverse Effect, Effect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; (cii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them the Company or any of their respective its assets or subsidiaries may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Company Material Adverse Effect, Effect or (d) assuming have a material adverse effect on the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as ability of the date of this Agreement and applicable Company to consummate the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.transactions contemplated hereby;

Consents and Approvals; No Violation. Neither the ------------------------------------ execution and delivery of this Agreement by the Company SLC nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective SLC's certificate of incorporation, respective By-Laws incorporation or comparable governing instruments of the Company or any of its Subsidiariesbylaws, (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR H-S-R Act"), (iiB) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL such filings and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) approvals as may be required by any applicable state corporationunder the Securities Exchange Act of 1934, securities as amended (the "Exchange Act") or the "blue sky" ", takeover or securities laws or state takeover laws of various states, or (vC) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a Company Material Adverse Effect, prevent or delay consummation of the transactions contemplated by this Agreement or would not otherwise prevent SLC from performing its obligations under this Agreement; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company SLC or any of its Subsidiaries SLC's subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not have result in a Company Material Adverse Effect, material adverse effect on SLC; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or SLC, any of its Subsidiaries SLC's other subsidiaries or any of their respective assets, except for violations which would not have result in a Company Material Adverse Effectmaterial adverse effect on SLC.

Consents and Approvals; No Violation. Neither the execution and ------------------------------------ delivery of this Agreement and the License Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby and thereby will (ai) (assuming stockholder approval of the Merger as described in Section 3.4 is obtained) conflict with or result in any breach or violation of any provision of the respective certificate Certificate of incorporation, respective By-Laws Incorporation or comparable governing instruments Bylaws of the Company or any of its Subsidiaries, or (bii) except as set forth on Schedule 3.4(b)in Section 3.5 of the Company Disclosure Schedule, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, consent, approval, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other 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, lease, agreement or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or to which the Company, its Subsidiaries or any of their properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect or prevent or materially delay consummation of the Merger, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiA) pursuant to the applicable requirements of the Exchange Act, (iiiB) the filing of the Certificate a certificate of Merger merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)DGCL, (ivC) as may be filings under the HSR Act and the termination or expiration of the waiting periods thereunder, (D) filings required by under applicable antitrust laws of any applicable foreign country, (F) filings necessary to comply with state corporation, securities or "blue sky" laws or state takeover laws laws, or (vG) where the failure to obtain such consents, approvals, authorizations or authorizations, permits, or to make such filings or notifications, would notifications which if not obtained or made will not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation Effect or breach of, prevent or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any materially delay consummation of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse EffectMerger.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except Except as set forth on in the attached Schedule 3.4(b)2.1.5, require any consentexcept for consents or approvals which, approval, authorization or permit ofif not obtained, or filing with violations, breaches or notification todefaults which, any governmental or regulatory authoritywould not have a Material Adverse Effect, and except for (i) the approval of the Merger by Larizza's shareholders under the provisions of the OGCL, (ii) filings made pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act") in connection with the applicable requirements Merger, (iii) the filing of pre-merger notification reports with the United States Federal Trade Commission and the Department of Justice and the expiration or early termination of the Xxxxwaiting period required under the Hart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended xxxxxxx (the xxx "HSR XSR Act"), and (iiiv) pursuant to compliance with the applicable OGCL and the DGCL requirements of in connection with the Exchange ActMerger, (iii) including the filing of the a Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities Secretaries of other states State of Ohio and Delaware, neither the execution and delivery by Larizza of this Agreement (including all agreements provided for in which this Agreement) nor the Company performance by Larizza of its obligations under this Agreement (including all agreements provided for in this Agreement) (a) will require any consent or approval of or filing with any governmental agency or third party, (b) will violate any provision of the Articles of Incorporation, Code of Regulations or Bylaws of any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse EffectCompanies, (c) except as set forth on Schedule 3.4(c)will breach, result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to an event which, with the giving of notice, the passage of time or both, would constitute a default) under, result in the creation of any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under security interest on any of the termsCompanies' properties under, conditions accelerate the performance required by, or provisions of result in the termination of, any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries the Companies is a party party, or by which any of them its properties may be bound, or (d) will violate any statute, rule or regulation or any order, writ, injunction or decree of any court or governmental authority applicable to any of the Companies or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effectproperties.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws; (ii) the comparable charter or organizational documents of any of the Company's Subsidiaries; (iii) any material Contract applicable to the Company or any of its Subsidiaries or any of their respective properties or assets; or (iv) any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company nor or is necessary for the consummation by the Company of the Merger and the other transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityby this Agreement, except for (i) in connection connection, or in compliance, with the applicable requirements provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of and the Exchange Act, ; (iiiii) the filing of the Certificate of Merger pursuant to with the DGCL Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business; (iii) such filings, all of which states are set forth on Schedule 3.4(b)(iii)authorizations, (iv) orders and approvals as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or to obtain the State Takeover Approvals; (iv) such filings as may be required in connection with the Taxes described in Section 5.9; (v) where applicable requirements, if any, of Blue Sky Laws and Nasdaq; (vi) applicable requirements, if any, under foreign or supranational laws relating to antitrust and to competition clearances; and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentsbe obtained or made would not, approvalsindividually or in the aggregate, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth Effect on Schedule 3.4(c), result in a violation the Company or breach of, materially impair the ability of the Company to perform its obligations hereunder or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right prevent the consummation of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by the Company will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws, (ii) the Articles of Incorporation or Bylaws (or similar organizational documents) of any of the Company’s Subsidiaries, (iii) any material Company Contract or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. No notification to, filing or registration with, or authorization, consent or approval of, any Person is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation by the Company of the Merger and the other transactions contemplated hereby will by this Agreement, except for (aI) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit ofconnection, or filing with or notification toin compliance, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements provisions of the Exchange Act, (iiiII) the filing of the Certificate of Merger pursuant to with the DGCL Secretary of State of the State of Oklahoma and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business, all of which states are set forth on Schedule 3.4(b)(iii), (ivIII) such filings as may be required by any applicable state corporationin connection with Taxes described in Section 5.7 and (IV) such other notifications, securities or "blue sky" laws or state takeover laws or (v) where consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and would not, individually or in the approval of this Agreement by the Company's stockholders has been obtainedaggregate, violate be adverse, in any ordermaterial respect, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries (including by impairing, in any material respect, the ability of the Company or any of their respective assets, except for violations which would not have a its Subsidiaries to conduct its business) or materially impair the ability of the Company Material Adverse Effectto perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate Certificates of incorporation, respective By-Laws Incorporation or comparable Bylaws (or other similar governing instruments documents) of the Company or any of its Subsidiariessubsidiaries, and except as disclosed in Section 3.07 of the Company Disclosure Letter and except for filings, permits, authorizations, notices, consents and approvals as may be required under, and other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act, the Exchange Act, the DGCL, and the "takeover" or blue sky laws of various states and consents, approvals, authorizations or filings under laws of jurisdictions outside the United States, and filings, notices, consents, authorizations and approvals as may be required by local, state, and federal regulatory agencies, commissions, boards, or public authorities with jurisdiction over health care facilities and providers, (bi) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not in the aggregate have a Company Material Adverse Effect, Effect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; (cii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them the Company or any of their respective its assets or subsidiaries may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; (iii) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its subsidiaries which, in the aggregate, would have a Material Adverse Effect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, agreement, contract, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its Subsidiaries subsidiaries or by which any of their respective assets, except for violations which would not have a Company Material Adverse Effectassets are bound.

Consents and Approvals; No Violation. Neither Except for applicable requirements of the HSR Act, there is no requirement applicable to PCT or Purchaser to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful consummation by PCT or Purchaser of the transactions contemplated hereby. Except for applicable requirements of the HSR Act, neither the execution and delivery of this Agreement by the Company PCT or Purchaser, nor the consummation by the Company PCT or Purchaser of the transactions contemplated hereby hereby, nor compliance by PCT or Purchaser with any of the provisions hereof will (ai) conflict with or result in any a breach of any provision of the respective certificate of incorporation, respective By-Laws incorporation or comparable governing instruments bylaws of the Company PCT or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")Purchaser, (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default under (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under under), any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement agreement, lease or other instrument or obligation to which the Company PCT or any of its Subsidiaries Purchaser is a party or by which any of them or any of their respective properties or assets may be bound, except for such violations, breaches and or defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, will be obtained prior to the Closing Date or (diii) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, judgment, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company it or any of its Subsidiaries properties or any of their respective assets, assets except for such violations which would not have a Company Material Adverse Effectmaterial adverse effect on (x) the business, properties, results of operations or financial or other conditions of PCT and Purchaser, taken as a whole, or (y) on the ability of PCT or Purchaser to consummate the transactions contemplated hereby. Except as set forth in Section 3.4 of the Disclosure Schedule, there is no Proceeding pending or, to the best knowledge of PCT and Purchaser, threatened against PCT or Purchaser that seeks to prevent the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws; (ii) the comparable charter or organizational documents of any of the Company’s Subsidiaries; (iii) any material Contract applicable to the Company or any of its Subsidiaries or any of their respective properties or assets; or (iv) any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company nor or is necessary for the consummation by the Company of the Merger and the other transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityby this Agreement, except for (i) in connection connection, or in compliance, with the applicable requirements provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of and the Exchange Act, ; (iiiii) the filing of the Certificate of Merger pursuant to with the DGCL Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business; (iii) such filings, all of which states are set forth on Schedule 3.4(b)(iii)authorizations, (iv) orders and approvals as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or to obtain the State Takeover Approvals; (iv) such filings as may be required in connection with the Taxes described in Section 5.9; (v) where applicable requirements, if any, of Blue Sky Laws and Nasdaq; (vi) applicable requirements, if any, under foreign or supranational laws relating to antitrust and to competition clearances; and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentsbe obtained or made would not, approvalsindividually or in the aggregate, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth Effect on Schedule 3.4(c), result in a violation the Company or breach of, materially impair the ability of the Company to perform its obligations hereunder or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right prevent the consummation of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery by the Company of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby or thereby will (ai) conflict with or result in any the breach or violation of any provision of the respective certificate Articles of incorporation, respective By-Laws Association or comparable governing instruments Bylaws of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")Company, (ii) pursuant violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, license or other restriction of any governmental authority to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries property is authorized subject, which violation, individually or in the aggregate, would have a material adverse effect on the Company's ability to do business, all of which states are set forth on Schedule 3.4(b)(iii)perform its obligations under this Agreement, (iviii) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be boundparty, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would not not, individually or in the aggregate, have a Company Material Adverse Effectmaterial adverse effect on the Company's ability to perform its obligations under this Agreement, or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval constitute violations of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company Company, or any of its Subsidiaries assets, which violation, individually or in the aggregate, would have a material adverse effect on the Company's ability to perform its obligations under this Agreement. (d) No declaration, filing or registration with, or notice to, or authorization consent or approval of any governmental authority is necessary for the consummation by the Company of the transactions contemplated hereby which has not already been obtained or will not be obtained on or prior to the Closing Date. (e) The Company is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt. (f) There is not pending or, to its knowledge, threatened against it or any of their respective assetsthe Sub-Purchasers any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement. NOTICE Except as otherwise provided herein, except for violations any notice, invoice or other communication which would not have a is required or permitted by this Agreement shall be in writing and delivered by personal service, telecopy, overnight delivery or mailed certified or registered first class mail, postage prepaid, properly addressed as follows: a) In the case of Company Material Adverse Effect.to: Vermont Yankee Nuclear Power Corporation 100 Xxx Xxxxx Xxxx X.X. Xxx 0000 Xxxxxxxxxxx, Xxxxxxx 05302-7002 Telecopy No: 800-000-0000

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 and in Section 3.17 have been obtained or taken and all filings and obligations described in this Section 3.4 have been made and any waiting periods thereunder have terminated or expired, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof and thereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (a) the Company Charter, (b) any Material Contract, or (c) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its properties or assets except, (A) with respect to clauses (b) and (c), for any such violations, defaults, losses or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect on the Company and (B) with respect to clause (b), those consents listed in Section 3.4(b) of the Company Letter. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company nor or is necessary for the consummation by the Company of the Offer and the Merger and the other transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityby this Agreement, except (i) in connection connection, or in compliance, with the applicable requirements provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate Articles of Merger pursuant to with the DGCL Secretary of State of the State of Texas and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business, all of which states are set forth on Schedule 3.4(b)(iii)(iii) any filings, authorizations, orders and approvals required under foreign antitrust or similar laws, (iv) as may be required by any applicable state corporationunder the Exchange Act, securities or "blue sky" laws or state takeover laws or and (v) where such other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of which to obtain such consents, approvals, authorizations be obtained or permits, or to make such filings or notifications, made would not have a materially impair the ability of the Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation to perform its obligations hereunder or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right prevent the consummation of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company Buyer of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation, respective Incorporation or By-Laws or comparable governing instruments of the Company Buyer or any of its Subsidiaries, their respective subsidiaries; (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), (iiB) pursuant to the applicable requirements of the Exchange Securities Act, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii"EXCHANGE ACT"), and the rules and regulations promulgated thereunder, (ivC) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by any applicable state corporationthe transactions contemplated by this Agreement, securities or "blue sky" laws or state takeover laws or (vD) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a Company Material Adverse Effect, adversely affect the ability of Buyer to consummate the transactions contemplated hereby; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, lease, agreement or other instrument or obligation to which the Company Buyer or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, adversely affect the ability of Buyer to consummate the transactions contemplated hereby; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 SECTION 2.1(c) are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company Buyer or any of its Subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Company Material Adverse EffectEffect or adversely affect the ability of Buyer to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the CCSB Letter, the execution and delivery of this Agreement by the Company nor UB and CCSB does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof by UB and CCSB will (a) conflict with or not, result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit violation of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute default (with or without due notice or lapse or time of time, or both) a default (under, or give rise to any others a right of termination, cancellation or acceleration of any obligation under, or lien or other charge or encumbrance) under result in the creation of any Lien upon any of the termsproperties or assets of UB or CCSB under, conditions or provisions result in the loss of a benefit under, any noteprovision of (i) the CCSB Articles or the CCSB Bylaws, license(ii) the UB Articles or the UB Bylaws, agreement (iii) any UB or other instrument CCSB Contract, or obligation (iv) any Order or Law applicable to which the Company UB or any of its Subsidiaries is a party or by which any of them CCSB or any of their respective assets may be boundproperties or assets, except for other than, in the case of clause (ii) and (iii), any such violations, breaches and defaults (defaults, rights or rights of terminationLiens that would not, cancellation individually or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not in the aggregate, have a Company Material Adverse EffectEffect on UB or CCSB or materially impair the ability of UB or CCSB to perform their obligations hereunder or thereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby. No filing or registration with, or (d) assuming authorization, consent or approval of, any Governmental Entity is required by or with respect to UB or CCSB in connection with the consents, approvals, authorizations or permits execution and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval delivery of this Agreement by UB or CCSB or is necessary for the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule consummation by UB or regulation in effect as CCSB of the date of transactions contemplated by this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assetsAgreement, except for violations (i) the Specified Regulatory Approvals, and (ii) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not not, individually or in the aggregate, have a Company Material Adverse EffectEffect on UB or CCSB or materially impair the ability of UB or CCSB to perform their obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby by UB or CCSB.

Consents and Approvals; No Violation. Neither None of the execution and delivery of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any a breach of any provision of the respective certificate of incorporation, respective By-Laws charters or comparable Bylaws (or similar governing instruments documents) of the Company or any of its SubsidiariesSubsidiary, (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental court or other governmental, administrative or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), by the Company or any Subsidiary except (iA) in connection with pursuant to the applicable requirements Exchange Act, the Securities Act of 1933, as amended (the Xxxx-Xxxxx"Securities Act"), certain state "blue sky" statutes, and the Hart- Scotx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of the Exchange Act, (iii) the for filing of the Certificate of Merger pursuant to the DGCL GCL, and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are (C) novations required under government contracts set forth on Schedule 3.4(b)(iii)3.4, (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (ciii) except as set forth on Schedule 3.4(c)3.4, result in a violation default (or breach of, or constitute (an event which with or without due notice or lapse or of time or bothboth would become a default) a default (or give rise to any third party any right of termination, cancellation cancellation, amendment or acceleration under, result in any loss of any material benefit or result in the creation of a lien or other charge or encumbrance) under encumbrance on any of the termsassets of the Company or any Subsidiary pursuant to, conditions or provisions of any note, bond, mortgage, indenture, lease, permit, franchise, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company or any of them Subsidiary or any of their respective assets may be bound, except for such violations, breaches and defaults (bound or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effectaffected, or (div) assuming the consents, approvals, authorizations violate or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate conflict with any order, writ, injunction, decree, statute, rule rule, regulation, permit or regulation in effect as of the date of this Agreement and license applicable to the Company or any of its Subsidiaries Subsidiary or any of their respective properties or assets; other than (A) such defaults, except for rights of termination, cancellation, amendment or acceleration, liens and encumbrances, violations which and conflicts set forth pursuant to (iii) and (iv) above, and (B) such consents, approvals, authorizations, permits or filings, as set forth pursuant to (ii) above, the failure to obtain which, individually or in the aggregate, have not had and would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation, respective By-Laws Incorporation or comparable Bylaws (or other similar governing instruments documents) of the Company or any of its Subsidiariessubsidiaries and except as disclosed in Section 3.07 of the Disclosure Letter and except for filings, permits, authorizations, notices, consents and approvals as may be required under, and other applicable requirements of, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act, the DGCL, and the "takeover" or blue sky laws of various states and consents, approvals, authorizations or filings under laws of jurisdictions outside the United States, and filings, notices, consents, authorizations and approvals as may be required by local, state, and federal regulatory agencies, commissions, boards, or public authorities with jurisdiction over health care facilities and providers, (bi) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental Governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not in the aggregate have a Company Material Adverse Effect, Effect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; (cii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them the Company or any of their respective its assets or subsidiaries may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby, (iii) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its subsidiaries which, in the aggregate, would have a Material Adverse Effect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, agreement, contract, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its Subsidiaries subsidiaries or by which any of their respective assetsassets are bound, except for violations which would not in the aggregate have a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate Restated Certificate of incorporation, respective By-Laws Incorporation or comparable Bylaws (or other similar governing instruments documents) of the Company or any of its Subsidiariessubsidiaries and except as disclosed in Section 3.07 of the Disclosure Letter and except for filings, permits, authorizations, notices, consents and approvals as may be required under, and other applicable requirements of, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act, the DGCL, and the "takeover" or blue sky laws of various states and consents, approvals, authorizations or filings under laws of jurisdictions outside the United States, and filings, notices, consents, authorizations and approvals as may be required by local, state, and federal regulatory agencies, commissions, boards, or public authorities with jurisdiction over health care facilities and providers, (bi) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental Governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not in the aggregate have a Company Material Adverse Effect, Effect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; (cii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them the Company or any of their respective its assets or subsidiaries may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby, (iii) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its subsidiaries which, in the aggregate, would have a Material Adverse Effect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, agreement, contract, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its Subsidiaries subsidiaries or by which any of their respective assetsassets are bound, except for violations which would not in the aggregate have a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violation. Neither Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company PSP of the transactions contemplated hereby will will: (ai) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, partnership agreement; (bii) except as set forth on Schedule 3.4(b), require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements requirements, if any, of the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended (the thx "HSR ActXXX Xxx"), (iiB) pursuant to the applicable requirements of the Exchange Actfederal securities laws and the rules and regulations promulgated thereunder, (iiiC) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)CRLPA, (ivD) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws laws, or (vE) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not in the aggregate have a Company Material Adverse Effect, material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which the Company PSP is a party or any of its Subsidiaries is a party properties or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of terminationwhich, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which in the aggregate, would not have a Company Material Adverse Effect, material adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company PSP or any of its Subsidiaries properties or any of their respective assets, except for violations which would not in the aggregate have a Company Material Adverse Effectmaterial adverse effect on PSP or adversely affect the ability of PSP to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither (a) Except for (i) compliance with the execution applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” Laws, (ii) compliance with the rules and regulations of NASDAQ, (iii) the filing with the Registrar of Companies of the Cayman Islands of the Plan of Merger as required by the Companies Act and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Act, (iii) such filings with the SEC as may be required to be made by the Company in connection with this Agreement, the Merger and the other Transactions, including (A) the joining of the Company in the filing of the Schedule 13E-3 and the furnishing of Form 6-K, and (B) the filing or furnishing of one or more amendments to the Schedule 13E-3 and Form 6-K to respond to comments of the staff of the SEC, if any, on the Schedule 13E-3, (iv) such filings as may be required in connection with state and local transfer Taxes, and (v) such filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain would not, individually or in the aggregate, have a Company Material Adverse Effect, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby Transactions will (a) conflict with or result in any breach of any provision of require on the respective certificate of incorporation, respective By-Laws or comparable governing instruments part of the Company any filing or any of its Subsidiariesregistration with, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permitsaction by, or to make such filings authorization, permit, consent or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions approval of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse EffectGovernmental Entity.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement and the License Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby and thereby will (ai) (assuming stockholder approval of the Merger as described in Section 3.4 is obtained) conflict with or result in any breach or violation of any provision of the respective certificate Certificate of incorporation, respective By-Laws Incorporation or comparable governing instruments Bylaws of the Company or any of its Subsidiaries, or (bii) except as set forth on Schedule 3.4(b)in Section 3.5 of the Company Disclosure Schedule, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, consent, approval, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other 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, lease, agreement or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or to which the Company, its Subsidiaries or any of their properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect or prevent or materially delay consummation of the Merger, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiA) pursuant to the applicable requirements of the Exchange Act, (iiiB) the filing of the Certificate a certificate of Merger merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)DGCL, (ivC) as may be filings under the HSR Act and the termination or expiration of the waiting periods thereunder, (D) filings required by under applicable antitrust laws of any applicable foreign country, (F) filings necessary to comply with state corporation, securities or "blue sky" laws or state takeover laws laws, or (vG) where the failure to obtain such consents, approvals, authorizations or authorizations, permits, or to make such filings or notifications, would notifications which if not obtained or made will not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation Effect or breach of, prevent or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any materially delay consummation of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse EffectMerger.

Consents and Approvals; No Violation. Except for applicable requirements of the HSR Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings and approvals relating to health care licensing and similar matters, and the filing and recordation of the Articles of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery by Company of this Agreement by and the Company other Transaction Documents to which it is a party, nor the consummation by the Company of the transactions contemplated hereby and thereby, nor compliance by Company with any of the provisions hereof and thereof, will (ai) conflict with or result in any breach of any provision provisions of the respective certificate charter documents or by-laws of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its the Company Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company or any of its the Company Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (diii) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications matters referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained5.5, violate any order, writ, injunction, decree, statute, rule or regulation in effect as applicable to Company, any of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, except in the case of clauses (ii) and (iii) for violations violations, breaches or defaults which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution (a) The execution, delivery and delivery of this Agreement by the Company nor the consummation performance by the Company of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company do not and will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of not require the Company or any of its SubsidiariesSubsidiaries to procure, (b) except as set forth on Schedule 3.4(b), require make or provide prior to the Closing Date any consent, approval, authorization or permit of, or action by, filing with or notification toto any United States or foreign national or supranational, any state or local governmental or regulatory authorityagency, except commission, court, body, entity or authority or any public or private arbitral body (each, a “Governmental Entity”), other than (i) in connection the filing of the Certificate of Merger, (ii) compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the "“HSR Act"”), (iiiii) pursuant to compliance with any applicable requirements of any other Antitrust and Foreign Investment Laws set forth on Section 3.4(a) of the Company Disclosure Schedules, (iv) compliance with the applicable requirements of the Exchange Act, (iii) including the filing with the SEC of the Certificate of Merger pursuant a proxy statement relating to the DGCL and appropriate documents with Company Stockholder Approval (as amended or supplemented from time to time, the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii“Proxy Statement”), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or and (v) where compliance with the rules and regulations of NASDAQ (the foregoing clauses (i) through (v), collectively, the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure to obtain such consents, approvals, authorizations or permits, or of which to make such filings or notifications, obtain would not have (A) reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Effect or (cB) except as set forth on Schedule 3.4(c), result in a violation prevent or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any materially delay the consummation of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse EffectMerger.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement will not, conflict with, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation 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 provision of (i) the Company Charter or the Company Bylaws; (ii) the comparable charter, bylaws or organizational documents of any of the Company’s Subsidiaries; (iii) any Contract applicable to the Company or any of its Subsidiaries or any of their respective properties or assets; or (iv) any judgment, order, decree, injunction, statute, Law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iii) and (iv), any such violations, defaults, rights or Encumbrances that would not, individually or in the aggregate, have a Company Material Adverse Effect or materially impair or delay the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby by the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company nor or is necessary for the consummation by the Company of the Merger and the other transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityby this Agreement, except for (i) in connection connection, or in compliance, with the applicable requirements provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of and the Exchange Act, ; (iiiii) the filing of the Certificate Articles of Merger pursuant to with the DGCL Secretary of State of the State of Minnesota and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business; (iii) such filings, all of which states are set forth on Schedule 3.4(b)(iii)authorizations, (iv) orders and approvals as may be required by any to obtain the State Takeover Approvals; (iv) applicable state corporationrequirements, securities or "blue sky" laws or state takeover laws or if any, of Blue Sky Laws and the Nasdaq Global Market; (v) where applicable requirements, if any, under foreign Laws relating to antitrust and to competition clearances; and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentsbe obtained or made would not, approvalsindividually or in the aggregate, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation Effect or breach of, materially impair or constitute (with delay the ability of the Company to perform its obligations hereunder or without due notice or lapse or time or both) a default (or give rise to any right prevent the consummation of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement transactions contemplated hereby by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company or the Company Stockholders, nor the consummation by the Company or the Company Stockholders of the transactions contemplated hereby will by this Agreement, will: (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority (as defined in Section 10.16), except (i) the filing of a Certificate of Merger in connection accordance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")South Carolina Law, (ii) pursuant to any regulatory approvals or routine governmental consents normally acquired after the applicable requirements consummation of transactions such as transactions of the Exchange Actnature contemplated by this Agreement, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization, or permitspermit, or to make such filings filing or notificationsnotification, would is not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement, (civ) except approvals required pursuant to the HSR Act, or (v) as set forth on Schedule 3.4(c), 3.4; (b) result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation cancellation, or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions conditions, or provisions of any notematerial contract, license, commitment or similar agreement or other instrument or obligation to which the Company or any of its the Subsidiaries is a party or by which any of them or any of their respective assets may be boundparty, except (i) as set forth on Schedule 3.4 or (ii) for such violations, breaches and defaults (or rights of termination, cancellation cancellation, or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (dc) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications matters referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained3.4(a), violate any order, writ, injunction, decree, statute, rule rule, or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its Subsidiaries the Subsidiaries, or any of their respective assets, except for violations which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement. The Company is not, and the consummation of the transactions contemplated by this Agreement will not result, in violation of its Articles of Incorporation or Bylaws.

Consents and Approvals; No Violation. Neither Except as set forth in Section 3.4 of the execution Disclosure Letter, none of the execution, delivery and delivery performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby and the compliance by the Company with any of the provisions hereof will (a) violate or conflict with or result in any breach of any provision of the respective certificate Articles of incorporation, respective By-Laws Incorporation or comparable governing instruments Bylaws of the Company or other similar governing documents of any of its the Company’s Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental Governmental Entity, (c) violate, conflict with, or regulatory authorityresult in a breach of any provision of, or require any material consent, waiver or approval or result in a default or loss or reduction of any rights (or give rise to any right of termination, cancellation, modification or acceleration, or trigger any requirement or option for additional consideration, or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or loss or reduction of any rights or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract (as defined below), (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any material Lien on any asset of the Company or any of its Subsidiaries or (e) violate any Law or Order (as defined below) applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except (i) in connection with the applicable requirements case of each of clauses (c), (d) and (e) of this Section 3.4, for such violations, conflicts, breaches, defaults or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (ii) in the case of each of clauses (b), (c), (d) and (e) of this Section 3.4, (A) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), or any other applicable federal, state or foreign Law, Order or other legal restraint designed to govern foreign investment, competition or prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (iiB) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”), (C) the filing and recordation of appropriate merger documents as required by the OBCA, or (D) the applicable requirements under Section 721 of Title VII of the Defense Production Act of 1950, as amended (the “DPA”), including the CFIUS Approval (as defined below) and (iii) in the filing case of the Certificate each of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iiiclauses (b), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effectc), (cd) except as set forth on Schedule 3.4(c)and (e) of this Section 3.4, result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and conflicts, breaches, defaults or Liens as may arise as a result of facts or circumstances relating to Parent or its Affiliates (as defined below) or rights of termination, cancellation Laws or acceleration contracts binding on Parent or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse EffectAffiliates.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions transaction contemplated hereby will will: (ai) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation, respective Incorporation or By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, ; (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended (the thx "HSR ActXXX Xxx"), (ii) pursuant to the applicable requirements of the Exchange Act, (iiiX) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all (C) in connection with any state or local tax which is attributable to a change in the beneficial ownership of which states are set forth on Schedule 3.4(b)(iiireal property owned by the Company or its Subsidiaries (collectively, the "Gains Taxes"), (ivD) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws laws, (E) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer or the Merger or the transaction contemplated by this Agreement, or (vF) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a Company Material Adverse Effect, Effect on the Company; (ciii) except as set forth on in Schedule 3.4(c)4.1(d) of the Company Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation cancellation, consent or acceleration or lien or other charge or encumbrance) under under, or cause any payment to be required to be made or any securities or rights of the Company to be issued pursuant to, any of the terms, conditions or provisions of any note, license, agreement agreement, plan or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens lien or other charges charge or encumbrancesencumbrance) as to which requisite requisite, waivers or consents have been obtained or which which, in the aggregate, would not have a Company Material Adverse Effect, Effect on the Company; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 4.1(d) are duly and timely obtained or made and and, with respect to the Merger, the approval of this Agreement by the Company's stockholders has been obtainedobtained to the extent required by the DGCL, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or to any of their respective assets, except for violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except Except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, 4.05 hereto and except for (ia) in connection with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (b) expiration of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iiic) the filing and recordation of the Georgia Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)as required by Georgia Law, (ivd) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by any applicable state corporationthe Merger or the transactions contemplated by this Agreement, securities or "blue sky" laws or state takeover laws or (ve) where filing with, and approval of, the failure Nasdaq Stock Market and the SEC with respect to obtain the delisting and deregistration of the Shares, and (f) such consents, approvals, authorizations orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or permitsblue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or to make such filings bylaws of the Company or notifications, would not have a Company Material Adverse Effectany Subsidiary, (cii) except as set forth on Schedule 3.4(c)4.05, result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, except for such violationsor, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesiii) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its Subsidiaries Subsidiary or any of their respective properties or assets, except for violations which excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company Company, nor the consummation performance by the Company of the obligations hereunder, nor the consummation of the transactions contemplated hereby will will: (a) conflict with or result in any breach of any provision of the respective certificate Articles of incorporation, respective Incorporation or By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, Company; (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any third party or any public governmental body or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iiiii) the filing of the Certificate Articles of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)MBCA, (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (viii) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a prevent or delay consummation of the Merger and would not otherwise prevent the Company Material Adverse Effect, from performing its obligations under this Agreement; (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any notedocument filed as a material agreement exhibit to the Company's annual report on Form 10-KSB for the year ended June 30, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound1998, except (x) for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not have result in a material adverse effect on the Company; and (y) as set forth in the last sentence of this Section 4.5 and except as set forth in a letter to be delivered by the Company Material Adverse Effectto Newco no later than January 15, 1999 or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have in the aggregate result in a material adverse effect on the Company. The consummation of the Merger (i) would violate the loan agreement between the Company Material Adverse Effectand Riverside Bank, (ii) could give rise to certain change in control benefits under separate letter agreements between the Company and Riedel and the Company and Xxxx Xxxxxx, (iii) would result in acceleration of all outstanding options under the Company's 1994 Stock Option Plan and (iv) may result in a default under the lease for the Company's facility in Burnsville, Minnesota.

Consents and Approvals; No Violation. Neither Subject to obtaining the ------------------------------------ Company Stockholder Approval and the taking of the actions described in the immediately succeeding sentence, the execution, delivery and performance of this Agreement do not, and the consummation of the Transactions (including the changes in ownership of the shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of modification, termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any pledges, claims, equities, options, liens, charges, call rights, rights of first refusal, "tag" or "drag" along rights, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") upon any of the material ----- properties or assets of the Company under, or result in the termination or modification (including in the amount, nature or timing of lease payments) of, or require that any consent be obtained or any notice be given with respect to (a) the Certificate of Incorporation or Bylaws of the Company, as currently in effect, (b) any loan or credit agreement, note, bond, mortgage, indenture, lease, license or other agreement, instrument, Contract or Permit applicable to the Company or any of its properties or assets, (c) any judgment, order, writ, injunction, decree, law, statute, ordinance, rule or regulation applicable to the Company or any of its properties or assets, (d) any license, sublicense, consent or other agreement (whether written or otherwise) pertaining to Intellectual Property (as defined in Section 2.21) used by the Company in the conduct of its business, and by which the Company licenses or otherwise authorizes a third party to use any Intellectual Property (the "Licenses"), -------- other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, defaults, modifications, rights, Liens, losses of a material benefit, consents or notices that have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or, to the Company's knowledge, local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required ------------------- by the Company in connection with the execution and delivery of this Agreement by the Company nor or the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityTransactions, except for (i) in connection with the applicable requirements filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant the ------- filing with the SEC of (x) the Schedule 13E-3 and (y) the Proxy Statement relating to the applicable requirements approval by the Company's stockholders of the Exchange Actthis Agreement, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such other consents, approvals, authorizations or permitsorders, or to make such filings or notificationsauthorizations, would not have a Company Material Adverse Effectregistrations, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits declarations and filings or notifications referred the failure of which to in this Section 3.4 are duly and timely be obtained or made has not had and the approval of this Agreement by would not reasonably be expected to have a Material Adverse Effect on the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither Except as set forth in Schedule 3.6 and except for applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), there is no requirement applicable to any Seller or the Company to make any filing with, or to obtain any permit, authorization, consent or approval of, any court of competent jurisdiction, regulatory authority or other public body, federal, state or local domestic or foreign (a "Governmental Entity") as a condition to the lawful consummation by Seller of the transactions contemplated by this Agreement. Except as set forth in Schedule 3.6 and except for applicable requirements of the HSR Act, neither the execution and delivery of this Agreement by the Company Seller, nor the consummation by the Company Seller of the transactions contemplated hereby hereby, nor compliance by Seller with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws incorporation or comparable governing instruments bylaws of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")Company, (ii) pursuant to result in the applicable requirements creation of the Exchange Act, any material Encumbrance (iiias defined below) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permitsunder, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default under (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under under), any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement agreement, lease or other instrument or obligation to which any Seller or the Company or any of its Subsidiaries is a party party, or by which any of them or any of their respective businesses, properties or assets may be bound, except for such violations, breaches and or defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or will be obtained prior to the Closing Date or which would not have a Company Material Adverse Effect, Effect or (diii) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, judgment, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to any Seller, the Company or any of its Subsidiaries the Company's assets or any of their respective assetsproperties, except for such violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither Except for the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, xxx xxx xxxxx xxd regulations promulgated thereunder (the "HSR Act") and as set forth on Schedule 3.6 or 3.12 of the Disclosure Schedule, neither the execution and delivery of this Agreement by the Company Seller nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of violate any provision of the respective certificate Articles of incorporation, respective Incorporation or By-Laws or comparable governing instruments laws of the Seller, the Company or any of its the Subsidiaries, (bii) except as set forth on Schedule 3.4(b), require any consent, waiver, approval, license, order, authorization or permit (collectively, "Consents") of, or the registration, declaration or filing of any document or report with or notification to, any governmental or regulatory authorityGovernmental Entity (as hereinafter defined), except (i) where the failure to obtain any such Consents or make such filings or notifications would not, individually or in connection with the applicable requirements of aggregate, have a Material Adverse Effect on the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (Seller or the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange ActCompany, (iii) the filing conflict with or violate any statute, law, rule, regulation, ordinance, order, judgment, award, writ, injunction or decree (collectively, "Laws") of the Certificate of Merger pursuant any federal, state or local government or political subdivision thereof, governmental or regulatory agency, authority, entity, commission, court or other instrumentality ("Governmental Entity") applicable to the DGCL and appropriate documents with the relevant authorities of other states in which Seller, the Company or any of its Subsidiaries is authorized to do businessthe Subsidiaries, all of which states are set forth except where any such violations would, individually or in the aggregate, not have a Material Adverse Effect on Schedule 3.4(b)(iii)the Seller or the Company, (iv) as may be required by any applicable state corporation, securities violate or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c)conflict with, result in a violation or breach of, of or constitute (with or without due notice or lapse or the passage of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the termsperformance of or the loss of a benefit under, conditions any Contract or provisions of any note, license, agreement or other instrument or obligation Permit (each as hereinafter defined) to which the Seller, the Company or any of its the Subsidiaries is a party or by to which the Seller, the Company or any of them the Subsidiaries or any of their respective assets may be boundare subject, except for (A) such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on the Seller or the Company and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesB) those as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effectobtained, or (dv) assuming result in the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval creation of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as Lien upon any of the date assets of this Agreement and applicable to the Seller, the Company or any of its Subsidiaries or the Subsidiaries. The term "Permit" as used in the preceding sentence, and solely for purposes of such sentence, does not include any of their respective assets, except for violations which would not have a Company Material Adverse EffectPermit required pursuant to any Environmental Law.

Consents and Approvals; No Violation. Neither Except as set forth in SCHEDULE 3.4, neither the execution and delivery of this Equity Purchase Agreement by the Company nor the consummation by the Company FMI Holdco of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, constitutional documents; (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or registration, declaration or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976such consents, as amended (the "HSR Act")approvals, (ii) pursuant to the applicable requirements of the Exchange Actauthorizations, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company permits, filings or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) notifications where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would could not in the aggregate reasonably be expected to have a Company Material Adverse Effect, Effect or adversely affect the ability of FMI Holdco to consummate the transactions contemplated hereby; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under under, any of the terms, conditions or provisions of any material note, license, agreement or other instrument or obligation to which the Company FMI Holdco or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, which would in the aggregate reasonably be expected to have a Material Adverse Effect, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens lien or other charges charge or encumbrancesencumbrance) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, obtained; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company FMI Holdco or any of its Subsidiaries or any of their respective assets, except for violations which would could not in the aggregate reasonably be expected to have a Company Material Adverse EffectEffect or adversely affect the ability of FMI Holdco to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by any of the Company Stockholders nor the consummation by any of the Company Stockholders of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a Company Material Adverse Effect, adversely affect the ability of any of the Stockholders to consummate the transactions contemplated hereby; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any trust agreement, indenture, note, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them the Stockholders or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation cancellation, or acceleration or liens lien or other charges charge or encumbrancesencumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not materially and adversely affect the ability of any of the Stockholders to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which would not have a Company Material Adverse Effect, materially and adversely affect the ability of any of the Stockholders to consummate the transactions contemplated hereby; or (dv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 SECTION 2.3(e) are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any order, writ, injunction, decree, statute, rule or regulation in effect as applicable to any of the date of this Agreement and applicable Stockholders or to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effectmaterially and adversely affect the ability of any of the Stockholders to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company Xxxxxxxxx or MTA nor the consummation by the Company Xxxxxxxxx or MTA of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporationIncorporation or the Bylaws, respective By-Laws respectively, of Xxxxxxxxx or comparable governing instruments of the Company or any of its Subsidiaries, MTA; (b) require of Xxxxxxxxx or its subsidiaries (except as set forth on Schedule 3.4(b), require Banner) any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder, (iiiii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)DGCL, (iviii) as may pursuant to NYSE listing requirements with respect to the shares of Xxxxxxxxx Common Stock constituting the Merger Consideration and shares of Xxxxxxxxx Common Stock to be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws issued pursuant to options assumed in accordance with Section 3.4(a) or (viv) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not not, individually or in the aggregate, have a Company Xxxxxxxxx Material Adverse Effect, ; (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to by which the Company Xxxxxxxxx or any of its Significant Subsidiaries is a party or by which any of them or any of their respective assets (other than Banner) may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not not, individually or in the aggregate, have a Company Xxxxxxxxx Material Adverse Effect, ; or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company Xxxxxxxxx or any of its Subsidiaries or any of their respective assetssubsidiaries (other than Banner), except for violations which would not not, individually or in the aggregate, have a Company Xxxxxxxxx Material Adverse Effect.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by the Company will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws, (ii) the Articles of Incorporation or Bylaws (or similar organizational documents) of any of the Company’s Subsidiaries, (iii) any Company Contract or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. No notification to, filing or registration with, or authorization, consent or approval of, any Person is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation by the Company of the Merger and the other transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityby this Agreement, except (iI) in connection connection, or in compliance, with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements provisions of the Exchange Act, (iiiII) for the filing of the Certificate of Merger pursuant to with the DGCL Secretary of State of the State of Oklahoma and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business, all (III) for the Company Shareholder Approval and (IV) for such other notifications, consents, orders, authorizations, registrations, declarations and filings the failure of which states are set forth on Schedule 3.4(b)(iii), (iv) as may to be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and would not, individually or in the approval of this Agreement by the Company's stockholders has been obtainedaggregate, violate be adverse, in any ordermaterial respect, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries (including by impairing, in any material respect, the ability of the Company or any of their respective assets, except for violations which would not have a its Subsidiaries to conduct its business) or materially impair the ability of the Company Material Adverse Effectto perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor and the consummation execution and delivery of the Bank Merger Agreement by the Company Bank do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by the Company and the Company Bank will not, result in any violation of, or default (awith or without notice or lapse of time, or both) conflict with under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in any breach the loss of a benefit under, or result in the creation of any provision Lien upon any of the respective certificate of incorporation, respective By-Laws properties or comparable governing instruments assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Articles of Incorporation or the Company Bylaws, (ii) the Organizational Documents of any of the Company’s Subsidiaries, (biii) except as set forth on Schedule 3.4(bany Contract of the Company, or (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (iii), require any consentsuch violations, approvaldefaults, authorization rights or permit Liens that would not, individually or in the aggregate, have a Material Adverse Effect on the Company or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or thereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or filing with respect to the Company or notification to, any governmental or regulatory authority, except (i) of its Subsidiaries in connection with the applicable requirements execution and delivery of this Agreement by the Company or the Bank Merger Agreement by the Company Bank or is necessary for the consummation by the Company or the Company Bank of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Merger or the Bank Merger, as amended applicable, and the other transactions contemplated by this Agreement, except for (A) the "HSR Act")Specified Requisite Regulatory Approvals, (iiB) pursuant with respect to the applicable requirements of the Exchange ActMerger, (iii) the filing of articles of merger with the Certificate of Merger pursuant to the DGCL MDAT and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business, all of which states are set forth on Schedule 3.4(b)(iii)(C) with respect to the Bank Merger, (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any filing of the terms, conditions or provisions articles of any note, license, agreement or merger with the Secretary of State of the State of Minnesota and appropriate documents with the relevant authorities of other instrument or obligation to states in which the Company Bank or any of its Subsidiaries is a party or by which any of them or any of their respective assets qualified to do business, (D) such authorizations and approvals as may be boundrequired to obtain any State Takeover Approvals, except for (E) compliance with applicable requirements of the OTC Markets and (F) such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvalsOrders, authorizations or permits authorizations, registrations, declarations and filings or notifications referred the failure of which to in this Section 3.4 are duly and timely be obtained or made and would not, individually or in the approval of this Agreement by the Company's stockholders has been obtainedaggregate, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to have a Material Adverse Effect on the Company or the Company Bank or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or prevent or materially delay the consummation of any of its Subsidiaries the transactions contemplated hereby by the Company or any of their respective assets, except for violations which would not have a the Company Material Adverse EffectBank.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 or set forth in a disclosure letter making reference to this section, have been obtained and all filings and obligations described in this Section 3.4 have been made, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default or the loss of a material benefit (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any Lien, upon any of the properties, assets or operations of the Company or any of its Subsidiaries under any provision of (i) the Amended and Restated Articles of Incorporation of the Company (the "Articles of Incorporation"), or the Restated Bylaws of the Company, as amended (the "Company Bylaws"), (ii) any provision of the comparable charter or organization documents of any Subsidiary of the Company, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties, assets or operations, other than, in the case of clauses (ii), (iii) or (iv), any such violations, defaults, losses, rights or liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. Except as set forth in a disclosure letter making reference to this section, no filing or registration with, or authorization, consent or approval of, any Governmental Entity or any other person is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company nor or is necessary for the consummation by the Company of the Merger and the other transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityby this Agreement, except (i) in connection connection, or in compliance, with the applicable requirements provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of Securities Act and the Exchange Act, (iiiii) in connection, or in compliance, with the filing provisions of the Certificate Articles of Merger pursuant to with the DGCL Secretary of State of the State of Nevada and with the County Clerk of Tarrant County, Texas and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business, all of which states are set forth on Schedule 3.4(b)(iii)(iii) such filings and consents as may be required under any environmental, health or public or worker safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, (iv) such filings as may be required in connection with the taxes described in Section 5.11, (v) applicable requirements, if any, of Blue Sky Laws and the NYSE, (vi) as may be required under foreign laws, (vii) filings with and approvals, consents, findings of suitability, registrations, licenses, permits, orders and authorizations in respect of the Gaming Laws, (viii) for the requisite approval by any the vote of the holders of the Company Common Stock and Convertible Preferred Stock in accordance with applicable state corporationlaw and the Articles of Incorporation and Bylaws of the Company, securities or "blue sky" laws or state takeover laws or and (vviii) where such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain such consentsbe obtained or made, approvals, authorizations individually or permits, or to make such filings or notificationsin the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, (c) except as set forth on Schedule 3.4(c), result in a violation materially impair the ability of the Company to perform its obligations hereunder or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right prevent the consummation of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company There is no requirement applicable to Condor or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require Affiliated Entities to make any consent, approval, authorization or permit offiling with, or filing with to obtain any permit, authorization, consent or notification toapproval of, any governmental or regulatory authorityauthority as a condition to the lawful consummation of the transactions contemplated by this Agreement, except other than (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 0000 (the xxx "HSR ActXXX Xxx"), (iixx) requirements of the California Insurance Code (the "Insurance Code"), (iii) filings with the SEC pursuant to the applicable requirements of Securities Act and the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) such filings and approvals as may be required by any applicable state corporation, securities or under the "blue sky," takeover or securities laws or state takeover laws of various states, (v) compliance with the requirements of the NASD, or (vvi) where the failure to obtain make any such consents, approvals, authorizations or permitsfiling, or to make obtain such filings permit, authorization, consent or notificationsapproval, would not have a Company Material Adverse Effect, (c) except prevent or delay consummation of the Merger or would not otherwise prevent Condor from performing its obligations under this Agreement. Except as set forth on Schedule 3.4(c)in Section 3.07 of the Condor Disclosure Schedule, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) result in a violation or breach the acceleration of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to the creation in any party of any right of terminationto accelerate, cancellation terminate, modify or acceleration or lien cancel any indenture, contract, lease, sublease, loan agreement, note or other charge obligation or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation liability to which the Company Condor or any of its Subsidiaries Affiliated Entity is a party or by which any of them is bound or to which any of their respective assets may be boundis subject, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse EffectEffect on Condor, (b) conflict with or result in a breach of or constitute a default under any provision of the Certificate of Incorporation or Bylaws (or other charter documents) of Condor or any Affiliated Entity, or, except as would not have a Material Adverse Effect on Condor, a default under or violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability to which any of them is a party or by which any of them is bound or to which any of their assets is subject or result in the creation of any lien or encumbrance upon any of said assets, or (dc) assuming the consentsviolate or result in a breach of or constitute a default under any judgment, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable any court or governmental agency to the Company which Condor or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse EffectAffiliated Entity is subject.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company or the Company Stockholder, nor the consummation by the Company or the Company Stockholder of the transactions contemplated hereby will by this Agreement, will: (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority, except (i) the filing of a Certificate of Merger in connection accordance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")Delaware Law and Georgia Law, (ii) pursuant to any regulatory approvals or routine governmental consents normally acquired after the applicable requirements consummation of transactions such as transactions of the Exchange Actnature contemplated by this Agreement, which consents and approvals are listed on Schedule 3.4, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization, or permitspermit, or to make such filings filing or notificationsnotification, would is not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement, or (civ) except as set forth on Schedule 3.4(c), approvals required pursuant to the HSR Act; (b) result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation cancellation, or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions conditions, or provisions of any notecontract, license, commitment or similar agreement or other instrument or obligation to which the Company or any of its the Subsidiaries is a party or by which any of them or any of their respective assets may be boundparty, except (i) as set forth on Schedule 3.4 or (ii) for such violations, breaches and defaults (or rights of termination, cancellation cancellation, or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (dc) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications matters referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained3.4(a), violate any order, writ, injunction, decree, statute, rule rule, or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its Subsidiaries the Subsidiaries, or any of their respective assets, except for violations which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement. The Company is not in violation of its charter or bylaws.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate Certificates of incorporation, respective By-Laws Incorporation or comparable Bylaws (or other similar governing instruments documents) of the Company or any of its Subsidiariessubsidiaries, and except as disclosed in Section 3.07 of the Company Disclosure Letter and except for filings, permits, authorizations, notices, consents and approvals as may be required under, and other applicable requirements of, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act, the Exchange Act, the DGCL, and the "takeover" or blue sky laws of various states and consents, approvals, authorizations or filings under laws of jurisdictions outside the United States, and filings, notices, consents, authorizations and approvals as may be required by local, state, and federal regulatory agencies, commissions, boards, or public authorities with jurisdiction over health care facilities and providers, (bi) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not in the aggregate have a Company Material Adverse Effect, Effect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; (cii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them the Company or any of their respective its assets or subsidiaries may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; (iii) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its subsidiaries which, in the aggregate, would have a Material Adverse Effect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, agreement, contract, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its Subsidiaries subsidiaries or by which any of their respective assets, except for violations which would not have a Company Material Adverse Effectassets are bound.

Consents and Approvals; No Violation. Neither the execution Except as set ------------------------------------ forth on Schedule 4.05 hereto and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will except for (a) conflict with or result in any breach of any provision applicable requirements of the respective certificate Securities Exchange Act of incorporation1934, respective By-Laws or comparable governing instruments of as amended, and the Company or any of its Subsidiariesrules and regulations thereunder (the "Exchange Act"), (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with expiration of the applicable requirements of waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iiic) the filing and recordation of the Georgia Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)as required by Georgia Law, (ivd) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by any applicable state corporationthe Merger or the transactions contemplated by this Agreement, securities or "blue sky" laws or state takeover laws or (ve) where filing with, and approval of, the failure Nasdaq Stock Market and the SEC with respect to obtain the delisting and deregistration of the Shares, and (f) such consents, approvals, authorizations orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or permitsblue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any violation of any provision of the articles of incorporation, as amended, or to make such filings bylaws of the Company or notifications, would not have a Company Material Adverse Effectany Subsidiary, (cii) except as set forth on Schedule 3.4(c)4.05, result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, except for such violationsor, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesiii) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its Subsidiaries Subsidiary or any of their respective properties or assets, except for violations which excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in clauses (i) through (iii) of this Section 3.4 have been obtained and all filings and obligations described in clauses (i) through (iii) of this Section 3.4 have been made, except as set forth in Section 3.4(a) of the Company Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation under or cause the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the Company Charter or the Company Bylaws, (b) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries or any off-balance sheet trusts or other entities of the Company or any of its Subsidiaries, (c) any loan or credit agreement, note, bond, mortgage, indenture, securitization agreement, lease or other agreement, instrument, permit, concession, franchise or license to which the Company or any of its Subsidiaries is a party or is subject or (d) any judgment, order or decree or any statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (b), (c) or (d), any such violation, default, right, loss or Lien that, individually or in the aggregate, would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company nor or is necessary for the consummation by the Company of the Merger and the other transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityby this Agreement, except for (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to with the DGCL Secretary of State of the State of Delaware and appropriate related documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized qualified to do business, all (ii) items set forth in Section 3.4(b) of the Company Disclosure Letter (other than pursuant to Real Property Leases (as defined in Section 3.14(a)) which are addressed in Section 3.14) and (iii) such other consents, orders, authorizations, registrations, declarations and filings, the failure of which states are set forth on Schedule 3.4(b)(iii)to be obtained or made would not, (iv) as may be required by any applicable state corporation, securities individually or "blue sky" laws in the aggregate materially impair the ability of the Company to perform its obligations hereunder or state takeover laws or (v) where prevent the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right consummation of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violation. Neither Except as set forth in ------------------------------------ Schedule 2.1(d), neither the execution and delivery of this Agreement by the Company --------------- Partnership or the Corporation nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, Partnership Agreement; (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or body, except (iA) pursuant to the Securities Act and the Exchange Act or the rules and requirements of any national securities exchange or the National Association of Securities Dealers, Inc., (B) the filing of a certificate of merger pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Delaware RULPA"), (C) filings under state securities laws or in connection with maintaining the applicable requirements good standing and qualification of Merger LP and the Corporation following the Effective Time, (D) Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Premerger Notification Act of 1976filings, as amended (the "HSR Act")if any, (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (vE) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not in the aggregate have a Company Material Adverse Effect, material adverse effect on the Partnership or the Corporation; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company Partnership or any of its Subsidiaries subsidiaries is a party or by which any of them the Partnership, the Corporation or any of their respective subsidiaries or assets may be boundbound (collectively, the "Material Agreements"), except for such violations, breaches and defaults (or rights of termination, unilateral modification or amendment, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which in the aggregate would not have a Company Material Adverse Effectmaterial adverse effect on the Partnership, the Corporation or any of their respective subsidiaries; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company Partnership or any of its Subsidiaries the Corporation or any of their respective assetsproperties or businesses, except for violations (other than of orders, writs, injunctions or decrees) which would not in the aggregate have a Company Material Adverse Effectmaterial adverse effect on the Partnership or the Corporation.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company or the Company Stockholder, nor the consummation by the Company or the Company Stockholder of the transactions contemplated hereby will by this Agreement, will: (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Authority (as defined in Section 10.16), except (i) the filing of a Certificate of Merger in connection accordance with Delaware Law and the applicable requirements Articles of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")merger in accordance with Texas Law, (ii) pursuant to any regulatory approvals or routine governmental consents normally acquired after the applicable requirements consummation of transactions such as transactions of the Exchange Actnature contemplated by this Agreement, which consents and approvals are listed on Schedule 3.4,or (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization, or permitspermit, or to make such filings filing or notificationsnotification, would is not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement or (civ) except as set forth on Schedule 3.4(c), approvals required pursuant to the HSR Act; (b) result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation cancellation, or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions conditions, or provisions of any notecontract, license, commitment or similar agreement or other instrument or obligation to which the Company or any of its the Subsidiaries is a party or by which any of them or any of their respective assets may be boundparty, except (i) as set forth on Schedule 3.4 or (ii) for such violations, breaches and defaults (or rights of termination, cancellation cancellation, or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (dc) assuming compliance with the consents, approvals, authorizations or permits and filings or notifications matters referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained3.4(a), violate any order, writ, injunction, decree, statute, rule rule, or regulation in effect as of the date of this Agreement and applicable to the Company or Company, any of its Subsidiaries the Subsidiaries, or any of their respective assets, except for violations which would are not have reasonably expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement. The Company is not, and the consummation of the transactions contemplated by this Agreement will not result, in violation of its Articles of Incorporation or Bylaws.

Consents and Approvals; No Violation. Neither Except to the extent excused by or unenforceable as a result of the filing of the Chapter 11 Cases or the applicability of any provision of the Bankruptcy Code, and except for the entry and effectiveness of the Approval Order, the execution and delivery of this Agreement by the Company nor Sellers, the consummation sale by the Company Sellers of the transactions contemplated hereby Shares and the sale by the Sellers of the Purchased Assets pursuant to this Agreement will not (a) conflict with or result in any breach of any provision of the respective certificate Certificate or Articles of incorporation, respective By-Laws Incorporation or comparable Bylaws (or other similar governing instruments documents) of the Company or any of its SubsidiariesSeller Party, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental Governmental Authority or regulatory authoritythird party which has not otherwise been obtained or made, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not have a Company Material Adverse Effect, Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement or (ii) for those requirements which become applicable to the Sellers as a result of the specific regulatory status of the Buyers (or any of their Affiliates) or as a result of any other facts that specifically relate to the business or activities in which the Buyers (or any of their Affiliates) is or proposes to be engaged; (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Seller Party is a party or by which any of them Seller Party, the Shares or any of their respective assets the Purchased Assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement; or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries Seller Party, or any of their respective assets, except for violations which violation would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Newco nor the Company nor performance by Parent and Newco of their obligations herein or the consummation by the Company Parent and Newco of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation, respective Incorporation or the By-Laws Laws, respectively, of Parent or comparable governing instruments of the Company or any of its Subsidiaries, Newco; (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or any other person or entity, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries Parent is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) required filings with and notifications to the NYSE, and (v) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws, (v) such filings, consents, approvals, orders, registrations, declarations and filings as may be required under the laws of any foreign country in which Parent or any of its subsidiaries conducts any business or owns any assets, (vi) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement or (vvii) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotifica tion, would not in the aggregate have a Company Material Adverse Effect, Effect or adversely affect the consummation of the transactions contemplated hereby; (c) except as set forth on in Schedule 3.4(c5.3(c), result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) a default (or give rise to any right of termination, modification, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, Contract; or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 5.3 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company Parent or any of its Subsidiaries subsidiaries or to any of their respective assets, except for violations which in the case of clauses (b), (c) and (d), as would not not, individually or in the aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither Subject to obtaining the Company Stockholder Approval (if required under the DGCL) and the taking of the actions described in the immediately succeeding sentence, the execution, delivery and performance of this Agreement do not, and the consummation of the Transactions by the Company will not, conflict with, or result in any violation of, or default (with or without notice or lapse to time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, or result in the termination of, or require that any consent be obtained or any notice be given with respect to, (i) the Certificate of Incorporation or Bylaws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) except as set forth in Section 3.7 of the Company Disclosure Schedule, any loan or credit agreement note, bond, mortgage, indenture, lease, license or other agreement, instrument, Contract or Permit applicable to the Company or any of its subsidiaries or their respective properties or assets, (iii) any judgment, order, writ, injunction, decree, law, statute, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective properties or assets or (iv) any licenses to which the Company or any of its subsidiaries is a party, other than, in the case of clauses (ii), (iii) and (iv), any such conflicts, violations, defaults, rights, Liens, losses of a material benefit, consents or notices that have not and could not reasonably be expected to have a Material Adverse Effect on the Company. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company nor or the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityTransactions, except for (i) in connection with the applicable requirements filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant the filing with the SEC of (x) the Schedule 14D-9, (y) if required, the Proxy Statement relating to the applicable requirements approval by the Company's stockholders of this Agreement and (z) such reports under Section 13(a) of the Exchange ActAct as may be required in connection with this Agreement and the Transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such other consents, approvals, authorizations orders, authorizations, registrations, declarations and filings the failure of which to be obtained or permits, or made has not had and could not reasonably be expected to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth Effect on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults materially adversely affect (or rights of termination, cancellation or acceleration or liens or other charges or encumbrancesmaterially delay) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as consummation of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse EffectOffer.

Consents and Approvals; No Violation. Neither Except as set forth in Section 3.6 of the execution Company Disclosure Letter and subject to obtaining the Company Stockholder Approval, neither the execution, delivery and performance by the Company of this Agreement by or any of the Company Ancillary Documents nor the consummation by the Company of the transactions contemplated hereby will or thereby will: (ai) violate, conflict with or result in any a breach of any provision of the respective certificate Certificate of incorporation, respective Incorporation or By-Laws of the Company or comparable governing instruments of any of its Subsidiaries; (ii) violate any Laws applicable to the Company or any of its Subsidiaries or their respective properties or assets, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; (iii) result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, result in the creation of any Encumbrance upon any of the material properties or assets of the Company or any of its SubsidiariesSubsidiaries under any Company Material Contract (as defined in Section 3.19), except for any of the foregoing matters specified in the foregoing clause which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; or (iv) other than: (A) the filings provided for in Section 1.3 hereof, (bB) except the filings required under the Securities Exchange Act of 1934, as set forth on Schedule 3.4(bamended (the "Exchange Act"), require any consent, approval, authorization or permit of, or filing with or notification tothe Securities Act, any governmental applicable state securities or regulatory authority, except (i) in connection with "blue sky" Laws or the applicable requirements rules and regulations of the XxxxNYSE and (C) the filing of a premerger notification and report form by the Company under the Hart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ActXXX Xxx")) xx xxy applicable foreign or supranational antitrust and competition Laws, (ii) pursuant to the applicable requirements of the Exchange Actrequire any consent, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company approval, order or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach authorization of, or constitute (with declaration, filing or without due notice or lapse or time or both) a default (or give rise to registration with, any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company Governmental Entity or any other Person, the lack of its Subsidiaries is a party which, individually or by which any of them or any of their respective assets may in the aggregate, would reasonably be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as expected to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither Except for (i) filings required under the execution Securities Act of 1933, as amended (the "Securities Act"), the Securities and delivery Exchange Act of this Agreement 1934, as amended (the "Exchange Act"), (ii) the filing of a Pre-Merger Notification and Report Form by the Company nor under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), xxx/xx xxxxxxx xxlings or notices under similar xxxx xx Xxxxxx, xx xpplicable, (iii) the filing and recordation of appropriate merger documents as required by the BCL and, if applicable, the laws of other states in which the Company is qualified to do business, and (iv) filings under securities or blue sky laws or takeover statutes of the various states, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or on the business or financial condition of the Company and the Company Subsidiaries taken as a whole. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach violation of any provision of the respective certificate Articles of incorporation, respective Incorporation or By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")Company, (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation cancellation, loss of material benefits or acceleration or lien give to any Person any interest in or other charge or encumbrance) under result in the creation of any Lien upon any of the termsproperties or assets of the Company or any of the Company Subsidiaries, conditions with or provisions without notice or lapse of time, or both, under the Articles of Incorporation or By-Laws of the Company or any note, bond, mortgage, indenture, license, benefit plan, agreement or other instrument or obligation to which the Company or any of its the Company Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, is bound or (diii) assuming the consentstruth of the representations and warranties of the Parent and the Purchaser contained herein and their compliance with all agreements contained herein and assuming the due making or obtaining of all filings, approvalspermits, authorizations or permits authorizations, consents and filings or notifications approvals referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedpreceding sentence, violate any statute, rule, regulation, order, writ, injunction, decree, statute, rule writ or regulation in effect as decree of the date of this Agreement and applicable to any public body or authority by which the Company or any of its the Company Subsidiaries or any of their respective assetsassets or properties is bound, except for violations which would excluding from the foregoing clauses (ii) and (iii) mortgages, leases and other agreements listed on Section 3.4 of the Company Disclosure Letter, and other conflicts, violations, breaches, defaults or rights which, either individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by or the Company other MIC Documents nor the consummation performance by the Company MIC of the transactions contemplated hereby will (a) conflict or thereby conflicts with or result results in any breach of any provision of the respective MIC's certificate of incorporationincorporation or by-laws, respective By-Laws or comparable governing instruments of the Company or any of its Subsidiaries, (b) except as set forth on Schedule 3.4(b)6.1(d) of the MIC Disclosure Schedules, require any consentviolates, approvalconflicts with, authorization constitutes a material breach or permit default (or an event which, with notice or lapse of time or both, would constitute a material breach or default) under, or results in or gives rise to a right of termination of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with accelerates the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be performance required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permitsby, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result results in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to the creation of any right of termination, cancellation or acceleration or lien or other charge encumbrance upon any of the Acquired Assets or encumbrance) the properties of the U.S. LMR Distribution Business under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreement lease, contract, agreement, or other obligation or instrument or obligation to which the Company or any of its Subsidiaries MIC is a party or by which any of them the Acquired Assets or any of their respective assets may be the U.S. LMR Distribution Business is bound, except for such violationswhich, breaches and defaults (individually or rights in the aggregate, would have a Material Adverse Effect on the Acquired Assets or the U.S. LMR Distribution Business, require any consent, approval, authorization or permit of terminationor from, cancellation or acceleration filing with or liens notification to, any court, governmental authority or other charges regulatory or encumbrances) as to which requisite waivers administrative agency or consents have been obtained commission, domestic or which would not have a Company Material Adverse Effectforeign ("Governmental Entity"), or other third party except (dA) assuming filings required under the Hart-Xxxxx- Rodixx Xxx (B) consents, approvals, authorizations or permits and authorizations, permits, filings or notifications referred to in this Section 3.4 are duly and timely which, if not obtained or made and would not, individually or in the approval aggregate, have a Material Adverse Effect on the Acquired Assets or the U.S. LMR Distribution Business or would materially delay or impair the ability of this Agreement by MIC to consummate the Company's stockholders has been obtainedtransactions contemplated hereby, violate or (C) third party consents, approvals, authorizations, permits, filings or notifications which if not obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Assets or the U.S. LMR Distribution Business, or violates any order, writ, injunction, decree, statute, rule rule, regulation, order or regulation in effect as decree of the date of this Agreement and applicable to the Company any Governmental Entity by which MIC or any of its Subsidiaries or any of their respective assets, except for violations which would not have a Company Material Adverse Effectassets is bound.

Consents and Approvals; No Violation. Neither Except for the filing of a Pre-Merger Notification and Report Form by the Buyer under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XXX"), xx filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Seller of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to have a material adverse effect on the ability of the Seller to consummate the transactions contemplated hereby or on the business or financial condition of the Companies and the Company Subsidiaries taken as a whole. Except as set forth on Section 3.4 of the Seller Disclosure Letter, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Seller with any of the provisions hereof will (aI) conflict con flict with or result in any breach violation of any provision of the respective certificate of incorporation, respective Byby-Laws laws or comparable governing instruments other organizational document of the Company Seller or any of its the Companies or Company Subsidiaries, (bII) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation default or breach ofor the creation of a Lien upon the properties or assets of any of the Companies or the Company Subsidiaries, or constitute (with or without due notice or lapse or time of time, or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, benefit plan, agreement or other material instrument or obligation to which the Company Seller, or any of its Subsidiaries the Companies or the Company Subsidiaries, is a party or by which any of them or any of their respective properties or assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, is bound or (dIII) assuming the consents, approvals, authorizations or permits truth of the representations and warranties of the Buyer contained herein and its compliance with all agreements contained herein and assuming the due making of all filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedpreceding sentence, violate any material statute, rule, regulation, order, writ, injunction, decreewrit or decree of any public body or authority by which the Seller, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its the Companies or the Company Subsidiaries or any of their respective assetsassets or properties, except for violations which would not have a Company Material Adverse Effectis bound.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective certificate Restated Certificate of incorporation, respective Incorporation or By-Laws (or comparable other similar governing instruments documents) of the Company or any of its Subsidiariessubsidiaries, (bii) except as set forth on Schedule 3.4(b), require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or body, except (iA) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable Securities Act and the Exchange Act or the rules and requirements of the Exchange ActThe Nasdaq National Market System, (iiiC) the filing of the Certificate a certificate of Merger merger (or certificate of ownership and merger) pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii)DGCL, (ivD) as may be required by any applicable filings under state corporationsecurities, securities "Blue-Sky" or "blue sky" laws or state takeover laws or in connection with maintaining the good standing and qualification of the Surviving Corporation following the Effective Time or (vE) where the failure to obtain such consentsconsent, approvalsapproval, authorizations authorization or permitspermit, or to make such filings filing or notificationsnotification, would not in the aggregate when taken together with all such other failures have a Company Material Adverse Effect, ; (ciii) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company, any of them its subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, unilateral modification or amendment, cancellation or acceleration or liens or other charges or encumbrancesacceleration) as to which requisite waivers or consents have been obtained prior to the date Shares are first accepted for payment under the Offer or which in the aggregate would not have a Company Material Adverse Effect, ; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company, any of its subsidiaries or any of their respective properties or businesses, except for violations (other than of orders, writs, injunctions or decrees issued against the Company or any of its Subsidiaries subsidiaries or naming the Company or any of their respective assets, except for violations its subsidiaries as a party) which would not in the aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement, the Tax Matters Agreement and the other Ancillary Agreements by the Company THX and Seneca-Upshur, as applicable, nor the consummation by the Company THX and Seneca-Upshur of the transactions contemplated hereby or thereby, will (a) violate, conflict with or result in any a breach of any provision of the respective certificate governing documents of incorporation, respective ByTHX or Seneca-Laws or comparable governing instruments of the Company or any of its SubsidiariesUpshur, (b) except as set forth on Schedule 3.4(b), require any consent, approval, authorization order, authorization, waiver or permit License of, or filing with or notification to, any governmental third party or regulatory authorityGovernmental Authority, except (i) as set forth in connection with the applicable requirements Section 4.4 of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976THX’s Disclosure Schedule, as amended (the "HSR Act"), or (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such consents, approvals, authorizations or permitswaivers normally obtained after the consummation of transactions of the nature contemplated by this Agreement and the failure to obtain such consent, approval, authorization or to make such filings waiver or notificationsLicense would not, would not individually or in the aggregate, have a Company Material Adverse Effect, (c) except as set forth on Schedule 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or of time or both) conflict with, violate, require consent under, result in a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbranceacceleration) under any of the terms, conditions or provisions of any note, license, agreement Contract or License other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) than as to which requisite waivers or consents have been obtained or which would which, individually or in the aggregate, are not reasonably expected to have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule rule, or regulation in effect as of the date of this Agreement and applicable to the Company THX or Seneca-Upshur or any of its Subsidiaries or any of their respective assets, except for violations which which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.