Common use of Governmental Filings; No Violations; Certain Contracts Clause in Contracts

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger pursuant to Section 1.6, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6the DGCL, (ii) under the HSR Act, the Exchange Act and the Securities Act, (iii) required to be made with NASDAQ, and (iv) state securities, takeover and “blue sky” Laws, no filings, notices, reports reports, consents, registrations, approvals, permits, clearances, expirations or other filings terminations of waiting periods or authorizations are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company Parent and its Subsidiaries immediately following the Effective Time, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Transactions. (iib) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation Parent, Merger Sub or by-laws of the Company or the comparable governing instruments of any of its Parent’s other Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company Parent or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Parent or any of its Subsidiaries orSubsidiaries, or assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.4(a), under any Law to which the Company Parent or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon Parent or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents have a material adverse effect on Parent or waivers are prevent, materially delay or may be required prior materially impair the ability of Parent to consummation of consummate the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate West Virginia Articles of Merger with the Secretary of State of West Virginia pursuant to Section 1.61.3 and the filing under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement and the Shareholder Support Agreement by the Company and the consummation by the Company of the TransactionsMerger and the other transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those for which the failure to obtain such consent, approval or waiver is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement and the Shareholder Support Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) compliance the filing of the West Virginia Articles of Merger with the matters referred to in Section 5.2(d)(i)Secretary of State of West Virginia and the requisite filing under the HSR Act, under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) , except, in the case of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses clause (B) and or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit either the type of business in which the Company or its Affiliates (or, after giving effect to the Merger, Parent or its Affiliates) may engage or the manner or locations in which any of them may so engage in any business (for the avoidance of doubt, distribution agreements and similar Contracts entered into in the ordinary course of business consistent with past practice shall not be deemed to be “non-competition contracts” provided that such distribution agreements or similar Contracts do not in any way restrict Parent, Holdco or any of their Affiliates after consummation of the Merger). As used in this Agreement the term “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. For the avoidance of doubt, the parties agree that Hansford Associates Limited Partnership, a West Virginia limited partnership, is, and at all times will be, considered an Affiliate of the Company for purposes of this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the No consent, approval, order or authorization of, or registration, declaration or filing of the Certificate of Merger pursuant to Section 1.6with or notice to, no notices, reports or other filings are any Governmental Entity is required to be obtained or made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity, in connection with the executionexecution and delivery of this Agreement, except for (i) as required under the HSR Act or under any other applicable antitrust Law, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, and any other applicable state or federal securities, takeover and “blue sky” laws and (iii) any filings and approvals required under the rules and regulations of NASDAQ. Such consents, authorizations, filings, approvals and registrations which, if not obtained or made, are not reasonably likely to prevent, materially delay or materially impair the performance of the Company’s obligations under this Agreement. (b) The execution and delivery and performance by the Company of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of compliance with the Transactions provisions hereof will not, constitute result in any loss, or suspension, limitation or impairment of any right of the Company to own or use any assets required for the conduct of its business or conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws organizational documents of the Company or the comparable governing instruments of any of its SubsidiariesCompany, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of Contract to which the Company is a party or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to by which the Company or any of its Subsidiaries is subject, properties or assets may be bound or (C) any change in Law or any rule or regulation of the rights or obligations of any party under any Contract binding on NASDAQ applicable to the Company or by which the Stockholder or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents properties or waivers are or assets may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)bound.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.62.3 and under the HSR Act (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the Transactions. (iib) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, (i) constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-organization, by laws of the Company or the comparable governing instruments of the Company and any of its Subsidiaries, (Bii) constitute or result in, with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions) compliance with the matters referred to in Section 5.2(d)(i6.1.4(a), under any Law to which the Company or any of its Subsidiaries is subject, subject or (Ciii) constitute or result in any change (adverse to the interests of the Company) in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries, except, in the case of clause (ii) or (iii) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation to the Transactions. Section 5.2(d)(ii6.1.4(b) of the Company Disclosure Letter Schedule sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company (as a “material contract” pursuant to Item 601(b)(10defined in Section 6.1.11(a)) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (Bii) and (Ciii) above). (c) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or any other Contract that purports to limit either the type of business in which the Company or its Subsidiaries (or, after giving effect to the Merger, Parent or its Subsidiaries) may engage or the manner or locations in which any of the Company or its Subsidiaries (or, after giving effect to the Merger, Parent or its Subsidiaries) may engage in any business, except for any limits that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, or prevent or materially delay the consummation to the Transactions. (d) The Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 25% of the gross assets of the Company and its Subsidiaries (excluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.61.7, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company and the consummation of the Offer, the Merger and the other Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company do not, and the consummation of the Offer, the Merger and the other Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon on the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), or under any Law to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s or its Subsidiaries’ right to own or use any Intellectual Property, or (CD) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries, except, in the case of clause (B), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Section 5.2(d)(ii5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company (as a “material contract” pursuant to Item 601(b)(10defined in Section 5.1(j)(i)) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (CD) above). (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to the Offer, the Merger, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. (iv) The Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 25% of the gross assets of the Company and its Subsidiaries (excluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.61.3 and under the HSR Act, the filing with the Securities and Exchange Commission (the “SEC”) of the Proxy Statement in definitive form (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on the Company Products (as defined in Section 5.1(d)(iii)) or any of the other assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”)) in each case, that would be binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of the Company or any party of its Subsidiaries under any Contract binding on upon the Company or any of its Subsidiaries, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Section 5.2(d)(ii5.1(d)(ii) of the Company Disclosure Letter Schedule sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company (as a “material contract” pursuant to Item 601(b)(10defined in Section 5.1(j)(i)) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement (whether or not subject to the exception exceptions set forth with respect to clauses (B) and (C) above). (iii) None of the Company or any of its Subsidiaries is a party to or bound by any non-competition Contract or other Contract, in each case, that purports to limit in any material respect either the type of business in which the Company or any of its Subsidiaries (or, after giving effect to the Merger, Parent or its Subsidiaries) may engage, including the development, commercialization, manufacture, marketing, sale or distribution of any Company Product that is material or would be reasonably be expected to become material to the Company or any of its Subsidiaries, or the manner or locations in which any of them may so engage in any business with respect to the Company Products. As used in this Agreement, (A) the term “Products” means all “drugs” and “devices” as those terms are defined in Section 201 of the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), including all biological, pharmaceutical and drug candidates, compounds or products, and (B) the term “Company Products” means all Products that are being researched, tested, developed, commercialized, manufactured, sold or distributed by the Company or any of its Subsidiaries and all Products with respect to which the Company or any of its Subsidiaries has royalty rights.

Governmental Filings; No Violations; Certain Contracts. (a) Other than (i) Other than the filings and/or notices pursuant to Section 1.3, (ii) compliance with applicable requirements under the HSR Act, (iii) compliance with applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) including the filing of the Certificate Proxy Statement, in connection with the Company Requisite Vote, and (iv) compliance with applicable rules and regulations of Merger pursuant to Section 1.6Nasdaq, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, the failure of which to make or obtain are not, individually or in connection with the continuing operation aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective TimeTransactions. (iib) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Merger and the other Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (Bii) with a grant of rights to any third party under any Specified Contract or a creation of obligations for the Company or any of its Subsidiaries under any Specified Contract, in addition to those obligations of the Company or its Subsidiaries in effect on the date of this Agreement not otherwise terminable by the other party thereto without penalty upon 30 days’ notice, lapse of time or both, (iii) a breach or violation of, a termination (or right of termination) or a default underpursuant to any Specified Contract (as defined in Section 5.10(a)(x)) not otherwise terminable by the other party thereto without penalty upon 30 days’ notice or less, the creation or acceleration of any obligations under, or (iv) the creation of a any Lien (other than Permitted Liens (as defined below)) on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, v) assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other Transactions) compliance with the matters referred to in Section 5.2(d)(i)5.4(a) and Section 5.4(a) of the Company Disclosure Letter, a violation under any Law to which the Company or any of its Subsidiaries is subject, except, in the case of clause (ii), (iii), (iv) or (Cv) above, for any such breach, violation, termination, default, creation, acceleration or change that is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. (c) As used in this Agreement, “Permitted Liens” means (i) Liens arising out of or resulting from Taxes, assessments or governmental charges or levies not yet due and payable or are being contested in good faith by appropriate proceedings, (ii) Liens resulting from a precautionary filing by a lessor with respect to a lease, (iii) Liens imposed by Law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings, (iv) purchase money security interests for the purchase or leasing of office equipment, computers, vehicles and other items of tangible personal property, (v) in the case of real property, zoning, building, subdivision, environmental, entitlement or other land use regulations, (vi) in the case of real property, easements, quasi-easements, encumbrances, licenses, covenants, rights-of-way, rights of re-entry or obligations of any party under any Contract binding on the Company other restrictions and similar agreements, conditions or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts restrictions or Liens that would be required shown by a current title report or other similar report or listing or by a current survey or physical inspection, and (vii) any other Liens which are not, individually or in the aggregate, reasonably likely to be filed by materially and adversely affect the Company and its Subsidiaries, taken as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)whole.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, expirations of the Certificate of Merger waiting periods or authorizations (“Filings”) (i) pursuant to Section 1.6the DGCL, no noticesHSR Act, reports or other filings are the Exchange Act and the Securities Act, (ii) required to be made by with the Company withNYSE, nor are any (iii) pursuant to federal and state securities, takeover and “blue sky” Laws and (iv) included in Section 5.4(a) of the King Disclosure Letter or the Crown Disclosure Letter (collectively, the “Approvals”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by such Party with, nor are any required to be obtained by the Company such Party with or from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company such Party and the consummation of the TransactionsTransactions except as would not, individually or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeaggregate, reasonably be expected to have a Material Adverse Effect on such Party. (iib) The Subject to obtaining the Requisite King Vote and the Requisite Crown Vote, as applicable, the execution, delivery and performance of this Agreement by the Company such Party do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation such Party or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company such Party or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company such Party or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), 5.4(a) under any Law to which the Company such Party or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon such Party or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)have a Material Adverse Effect on such Party.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the No consent, approval, order or authorization of, or registration, declaration or filing of the Certificate of Merger pursuant to Section 1.6with or notice to, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations Governmental Entity is required to be obtained or made by the Company from, any Governmental Entity, Stockholder in connection with the executionexecution and delivery of this Agreement, except for (i) as required under the HSR Act or under any other applicable antitrust Law, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act, and any other applicable state or federal securities, takeover and “blue sky” laws and (iii) any filings and approvals required under the rules and regulations of NASDAQ. Such consents, authorizations, filings, approvals and registrations which, if not obtained or made, are not reasonably likely to prevent, materially delay or materially impair the performance of the Stockholder’s obligations under this Agreement. (b) The execution and delivery and performance by the Stockholder of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of compliance with the Transactions provisions hereof will not, constitute result in any loss, or suspension, limitation or impairment of any right of the Stockholder to own or use any assets required for the conduct of its business or conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws organizational documents of the Company or the comparable governing instruments of any of its SubsidiariesStockholder, (B) with any Contract to which the Stockholder is a party or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, by which the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company Stockholder or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement properties or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, assets may be bound or (C) any change in Law or any rule or regulation of the rights NASDAQ applicable to the Stockholder or obligations of any party under any Contract binding on by which the Company Stockholder or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents properties or waivers are or assets may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)bound.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6No notifications, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations are required to be obtained by the Company Seller from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and Seller or the consummation of the Transactions, or in connection with the continuing operation of the business Business by Buyer following the Closing, except for (i) the filing with the SEC of the Company Proxy Statement, (ii) as set forth in Section 4.9(a) of this Agreement, or (iii) as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, (collectively, the items in clauses (i), (ii) and its Subsidiaries following (iii), the Effective Time“Seller Approvals”). (iib) The execution, delivery and performance of this Agreement by the Company Seller do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company Seller or the comparable governing instruments documents of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien charge, pledge, security interest, claim or other encumbrance on any of the assets of the Company Seller or any of its Subsidiaries pursuant to, to any agreement, lease, sublease, license, contract, note, mortgage, indenture, arrangement deed of trust, franchise, concession, arrangement, obligation or other obligation, understanding (whether oral written or in writing oral) (each, a “Contract”), ) binding upon the Company Seller or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.4(a), under any Law to which the Company Seller or any of its Subsidiaries is subject, or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon Seller or any of its Subsidiaries, except, in the case of clause (ii) or (iii) above, any such breach, violation, termination, acceleration, pledge, security interest, claim or other encumbrance, or change, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Section 5.2(d)(ii(b)4.4(b) of the Company Seller Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents a notice, consent, waiver or waivers are or may be other similar action is required prior to for the consummation of the Transactions Transactions. (whether c) Except for (i) relationships with Seller or not subject any of its Subsidiaries as an officer, director or employee thereof (and compensation by Seller or any of its Subsidiaries in consideration of such services) in accordance with the terms of their employment and (ii) relationships with Seller as stockholders or option holders therein, none of the directors or officers of Seller or, to the exception set forth Knowledge of Seller, Persons holding more than 5% of the Shares (“5% Holders”), or any member of any of their families or Affiliates, is presently a party to, or was a party to, during the two years preceding the date of this Agreement, any transaction or Contract with Seller or any of its Subsidiaries. None of the officers or directors of Seller or, to the Knowledge of Seller, 5% Holders has any interest in any property, real or personal, tangible or intangible, including inventions, copyrights or Trademarks, used in the business, or any supplier, distributor, or customer of Seller, except for normal rights of a stockholder. (d) None of Seller or any of its Subsidiaries is a party to or bound by any non-competition Contract or other Contract, in each case, that purports to limit, in any material respect, Seller’s ability (or after the Closing, Buyer’s ability) to conduct or operate the Business, including (i) the development, commercialization, manufacture, marketing, sale or distribution of any product that is being developed, manufactured, marketed, sold or distributed by Seller or any of its Subsidiaries with respect to clauses the Business (Beach such product, a “Seller Product”) that is material or would reasonably be expected to become material to the Business or (ii) the manner or locations in which any of them may so engage in any business with respect to the Seller Products. For the avoidance of doubt, the Wound Care Products shall be deemed Seller Products that are material to the Business. (e) Neither Seller nor any of its Subsidiaries are creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 20% of the gross assets of Seller and its Subsidiaries (C) aboveexcluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, expirations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6the DGCL, no noticesHSR Act, reports or other filings are the Exchange Act and the Securities Act, (ii) required to be made by with the Company withNYSE, nor are any (iii) pursuant to state securities, takeover and “blue sky” Laws and (iv) included in Exhibit C as Requisite Regulatory Approvals (collectively, the “Approvals”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by such Party with, nor are any required to be obtained by the Company such Party with or from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company such Party and the consummation of the TransactionsTransactions except as would not, individually or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeaggregate, reasonably be expected to have a Material Adverse Effect on such Party. (iib) The execution, delivery and performance of this Agreement by the Company such Party do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation such Party or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company such Party or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company such Party or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.4(a), under any Law to which the Company such Party or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon such Party or any of its Subsidiaries. Section 5.2(d)(ii) of , except, in the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-15- 052054-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).0169-16505-Active.27978848.6 SC1:4755315.9

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.61.3, under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and under the HSR Act (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated hereby, or in connection with the continuing ownership or operation of the Company or its business of the Company and its Subsidiaries by Parent following the Effective TimeTime solely as a result of the change in control effected by the Merger, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on upon the Company or any of its SubsidiariesSubsidiaries except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Section 5.2(d)(ii5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company (as a “material contract” pursuant to Item 601(b)(10defined in Section 5.1(j)(i)(K)) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to the Merger, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. (iv) The Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 25% of the gross assets of the Company and its Subsidiaries (excluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6No notifications, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations are required to be obtained by the Company Seller from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and Seller or the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries Business by Buyer following the Effective TimeClosing, except for (i) as set forth in Section 4.7(a) of this Agreement, or (ii) as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, (collectively, the items in clauses (i) and (ii), the “Seller Approvals”). (iib) The execution, delivery and performance of this Agreement by the Company Seller do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its SubsidiariesSeller, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien charge, pledge, security interest, claim or other encumbrance on any of the assets of the Company or any of its Subsidiaries Seller pursuant to, to any agreement, lease, sublease, license, contract, note, mortgage, indenture, arrangement deed of trust, franchise, concession, arrangement, obligation or other obligation, understanding (whether oral written or in writing oral) (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries Seller or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i4.3(a), under any Law to which the Company or any of its Subsidiaries Seller is subject, or (Ciii) any change in the rights or obligations of any party under any Contract binding on upon Seller, except, in the Company case of clause (ii) or (iii) above, any of its Subsidiariessuch breach, violation, termination, acceleration, pledge, security interest, claim or other encumbrance, or change, as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. Section 5.2(d)(ii4.3(b) of the Company Seller Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents a notice, consent, waiver or waivers are or may be other similar action is required prior to for the consummation of the Transactions Transactions. (whether c) Seller is not a party to or not subject bound by any non-competition Contract or other Contract, in each case, that purports to limit, in any material respect, Seller’s ability (or after the exception set forth Closing, Buyer’s ability) to conduct or operate the Business, including (i) the development, commercialization, manufacture, marketing, sale or distribution of any product that is being developed, manufactured, marketed, sold or distributed by Seller or any of its Subsidiaries with respect to clauses the Business (Beach such product, a “Seller Product”) and that is material or would reasonably be expected to become material to the Business or (Cii) above)the manner or locations in which any of them may so engage in any business with respect to the Seller Products.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing expirations of waiting periods and the Certificate of Merger pursuant to Section 1.6filings, notices, reports, consents, registrations, approvals, permits and authorizations under the HSR Act or other Antitrust Laws, no expirations of waiting periods under applicable Laws are required and notices, reports or other filings are required to be made by the Company Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Buyer from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company and Buyer or the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (iib) The execution, delivery and performance by Buyer of this Agreement by and the Company Ancillary Agreements to which it is a party do not, and the consummation of the Transactions will not, constitute conflict with, or result in (A) a any breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both) under, a breach or violation of, a termination (or give rise to any right of termination) or a default under, the creation loss of rights, adverse modification of provisions, cancellation or acceleration of any obligations under, or result in the creation of a Lien on any of the assets of Buyer under (i) any provision of the Company certificate of incorporation, by-laws or comparable governing documents of Buyer or its Affiliates, (ii) any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Buyer or any of its Subsidiaries or, Affiliates or (iii) assuming (solely with respect to performance of this Agreement and the Ancillary Agreements and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i3.3(a), under any Law to which the Company Buyer or any of its Subsidiaries Affiliates is subject, or (C) any change except, in the rights case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, loss, adverse modification, cancellation, acceleration or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts creation that would not, individually or in the aggregate, reasonably be required expected to be filed by prevent, materially delay or materially impair the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices (A) pursuant to Section 1.61.3 and (B) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), no notices, reports or other filings are required to be made by the Company or any Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, court, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution, execution and delivery and performance of this Agreement by the Company and the Stockholders and the consummation of the Transactions, or in connection with the continuing operation of the business of by the Company and its Subsidiaries following the Effective TimeStockholders of the Merger and the other transactions contemplated hereby. (ii) The execution, delivery and performance of this Agreement by the Company and the Stockholders do not, and the consummation by the Company and the Stockholders of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien lien, pledge, security interest or other encumbrance on any of the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), "Contracts") binding upon the Company or any of its Subsidiaries or, or any Laws (as defined in Section 5.1(i)) (assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5(d)(i), under any Law ) or governmental or non-governmental permit or license to which the Company or Company, any of its Subsidiaries or any of the Stockholders is subject, subject or (C) any change in the rights or obligations of any party under any Contract binding on of the Company or any of its SubsidiariesContracts. Section 5.2(d)(ii5.1(d) of the Company Disclosure Letter Schedule sets forth a correct and complete list of Material Contracts that would be required to be filed by (as defined below) of the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement. (whether iii) Neither the Company nor any of its Subsidiaries is a party to or not subject bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to the exception set forth with respect to clauses (BMerger, the Parent or its Subsidiaries) and (C) above)may engage or the manner or locations in which any of them may so engage in any business.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6, no No notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or the Parent from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the Parent and the consummation of the TransactionsStock Sale and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective TimeClosing Date. (iib) The execution, delivery and performance of this Agreement by the Company and the Parent do not, and the consummation of the Transactions Stock Sale and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate their respective articles of incorporation organization or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, laws; (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries the Parent pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or the Parent; (iii) with or without notice, lapse of time or both, a breach or violation of any of its Subsidiaries orLaw to which the Company or the Parent is subject such as would have a Material Adverse Effect on the Company, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsStock Sale and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.2(d)(i2.4(a), under any Law to which the Company or any of its Subsidiaries is subject, ; or (Civ) any change in the rights or obligations of any party under any Contract binding on upon the Company or any of its Subsidiariesthe Parent such as would have a Material Adverse Effect on the Company. Section 5.2(d)(iiSchedule 2.4(b) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company (as a “material contract” pursuant to Item 601(b)(10defined in Section 2.17(b)) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents consents, waivers or waivers approvals are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement. (whether c) Except as set forth on Schedule 2.4(c), the Company is not a party to or not subject bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company (or, after giving effect to the exception set forth with respect to clauses (BStock Sale, Buyer or its subsidiaries) and (C) above)may engage or the manner or locations in which any of them may so engage in any business.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.61.3 (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, or required in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the ability of the Company and its Subsidiaries to consummate the Merger and the other Transactions. (ii) The Except as set forth in Section 5.1(f)(ii) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Merger and the other Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws Organizational Documents of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a material breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon and material to on the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), or under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights loss or obligations impairment of, payment of any party under additional amounts with respect to, or the consent of any Contract binding on other Person being required in respect of, the Company Company’s or any of its Subsidiaries’ ownership or use of, or its rights in or to, any Intellectual Property Rights. Section 5.2(d)(ii5.1(f)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, expirations of the Certificate of Merger waiting periods or authorizations (“Filings”) (i) pursuant to Section 1.6the DGCL, no noticesHSR Act, reports or other filings are the Exchange Act and the Securities Act, (ii) required to be made by with the Company withNYSE, nor are any (iii) pursuant to federal and state securities, takeover and “blue sky” Laws, (iv) with the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to Section 721, and (v) included in Section 5.5(a) of the Versum Disclosure Letter as Requisite Regulatory Approvals (collectively, the “Approvals”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by Versum with, nor are any required to be obtained by the Company Versum with or from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company Versum and the consummation of the TransactionsTransactions except as would not, individually or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeaggregate, reasonably be expected to have a Material Adverse Effect on Versum. (iib) The Subject to obtaining the Requisite Versum Vote, the execution, delivery and performance of this Agreement by the Company Versum do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation Versum or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company Versum or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Versum or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.5(a), under any Law to which the Company Versum or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon Versum or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)have a Material Adverse Effect on Versum.

Governmental Filings; No Violations; Certain Contracts. (a) Except for (i) Other than such filings of reports under the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”); (ii) such filings and notifications as may be required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”) and any Applicable Foreign Competition Laws which are listed on Section 4.4(a) of the Company Disclosure Letter, if any; (iii) the applicable requirements of the Nasdaq Global Select Market (“Nasdaq”); and (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger pursuant to Section 1.6Merger, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic, foreign or transnational governmental, quasi-governmental or regulatory authority, agency, commission, body, department or instrumentality or any court, tribunal or arbitrator or other entity or subdivision thereof or other legislative, executive or judicial governmental entity or any “self regulatory organization” as defined in Section 3(a)(26) of the Exchange Act (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with Merger and the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeother transactions contemplated hereby. (iib) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments documents of any of its the Company’s Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or or, acceleration of any rights or obligations under, or the creation of a Lien (other than a Permitted Lien) on any of the assets assets, of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement Contract or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law material Permit to which the Company or any of its Subsidiaries is subject, a party or (C) any change in the rights or obligations of any party under any Contract binding on by which the Company or any of its Subsidiaries. Subsidiaries or any of their respective properties are bound or (iii) assuming that the consents, approvals and filings referred to in Section 5.2(d)(ii4.4(a) are duly obtained and/or made, a violation in any material respect of any Law to which any of the Company Disclosure Letter sets forth a correct and complete list or any of Contracts that would be required to be filed by its Subsidiaries is subject, except, in the Company as a “material contract” pursuant to Item 601(b)(10) case of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions clause (whether or not subject to the exception set forth with respect to clauses (B) and (Cii) above), for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6No filings, no notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be made or obtained by the Company with or from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactionstransactions contemplated by this Agreement, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except as would not have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws Organizational Documents of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the rights or assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company or any of its Subsidiaries Subsidiaries, or, assuming (solely with respect to performance by the Company of this Agreement and the consummation of the Transactionstransactions contemplated by this Agreement) compliance with the matters referred to in Section 5.2(d)(i), 5.5(a) or under any Law or Order applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is subject, subject or (C) (i) any change in the substantive rights or obligations of any party under any Contract binding on upon the Company or any of its Subsidiaries. Section 5.2(d)(ii) , except, in the case of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses clause (B) and or (C) above), as would not have a Company Material Adverse Effect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (i) pursuant to the DGCL, (ii) under the Exchange Act, and (iii) the rules and regulations of the Certificate of Merger pursuant to Section 1.6NASDAQ (iv) under the Takeover Statutes and state securities and “blue sky” Laws (collectively, the “Governmental Approvals”), as applicable, no expirations of waiting periods are required and no filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be made or obtained by the Company with or from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsOffer, the Merger and the other transactions contemplated by this Agreement, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except as would not have a Material Adverse Effect. (iib) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions transactions contemplated by this Agreement, including the Offer and the Merger, will not, constitute or result in (Ai) a breach or violation of, or a default under, under the certificate of incorporation or by-laws Organizational Documents of the Company or the comparable governing instruments of any of its SubsidiariesCompany, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the rights or assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation as of the Transactionsdate hereof, (iii) assuming compliance with the matters referred to in Section 5.2(d)(i6.5(a), under conflict with or violate any Law or Order applicable to the Company or by which the Company or any of its Subsidiaries is subject, subject or (Civ) any change in the substantive rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by upon the Company as a “material contract” pursuant to Item 601(b)(10of the date hereof, except, in the case of clause (ii), (iv) or (iv) of Regulation S-K under the Securities Act of 1933this Section 6.5(b), as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or would not subject to the exception set forth with respect to clauses (B) and (C) above)have a Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, expirations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6the DGCL, no noticesHSR Act, reports or other filings are the Exchange Act and the Securities Act, (ii) required to be made by with the Company withNYSE, nor are any (iii) pursuant to state securities, takeover and “blue sky” Laws and (iv) included in Exhibit C as Requisite Regulatory Approvals (collectively, the “Approvals”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by such Party with, nor are any required to be obtained by the Company such Party with or from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company such Party and the consummation of the TransactionsTransactions except as would not, individually or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Timeaggregate, reasonably be expected to have a Material Adverse Effect on such Party. (iib) The execution, delivery and performance of this Agreement by the Company such Party do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation such Party or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company such Party or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company such Party or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.4(a), under any Law to which the Company such Party or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on the Company upon such Party or any of its Subsidiaries. Section 5.2(d)(ii, except, in the case of clause (ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10or (iii) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)have a Material Adverse Effect on such Party.

Governmental Filings; No Violations; Certain Contracts. (a) Except for (i) Other compliance with, and filings under, the HSR Act; (ii) compliance with, and filings under, the applicable requirements of Antitrust Laws of jurisdictions other than the filing United States and under the applicable requirements of Foreign Investment Laws; and (iii) such other items as disclosed in Section 5.4(a) of the Certificate of Merger pursuant to Section 1.6Disclosure Schedule, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, from any Governmental Entity, Authority in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, except those that the failure to make or obtain, as the case may be, would not, individually or in connection with the continuing operation of the business of aggregate, be materially adverse to the Company and its Subsidiaries following the Effective Timetaken as a whole. (iib) The Except as set forth in Schedule 5.4(b), the execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation creation, cancellation, acceleration, loss, impairment or acceleration alteration or other change of any rights, benefits or obligations under, result in the payment of any fee under, or the creation of a Lien on any of the assets assets, properties or rights of the Company or any of its Subsidiaries pursuant to, any agreementCompany Material Contract, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), 5.4(a) under any Law or Permit to which the Company or any of its Subsidiaries is subject, or (C) any change except, in the rights case of clause (ii), for any such breach, violation, termination, default, creation, cancellation, acceleration, loss, impairment, alteration, change, fee or obligations of any party under any Contract binding on Lien that would not, individually or in the aggregate, be materially adverse to the Company or any of and its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company Subsidiaries taken as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)whole.

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing of the Certificate of Merger filings, approvals and/or notices pursuant to Section 1.61.1, Section 1.2, Section 1.7 and Section 6.3 or (B) the filing and recordation of appropriate documents for the Transactions as required by the relevant authorities of the jurisdictions in which the Company is qualified to do business, no material notices, reports or other filings are required to be made by the Company with, nor are any material consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a "Governmental Entity"), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with to permit the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) . The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, constitute 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 termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person 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) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments documents of any of its Subsidiaries, (B) with any Material Contract or without notice, lapse of time or both, a breach or violation of, a termination (or right of terminationC) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i5.1(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses clause (B) and (C) above). The Company and its Subsidiaries are not creditors or claimants with respect to any debtor or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 5% of the gross assets of the Company and its Subsidiaries (excluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, clearances, expirations or terminations of the Certificate of Merger waiting periods or authorizations (i) pursuant to Section 1.6BVI Law, (ii) under the Exchange Act and the Securities Act, (iii) required to be made with NASDAQ, and (iv) applicable state securities, takeover and “blue sky” Laws, no filings, notices, reports reports, consents, registrations, approvals, permits, clearances, expirations or other filings terminations of waiting periods or authorizations are required to be made by the Company Purchaser with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Purchaser from, any Governmental Entity, Entity in connection with the execution, delivery and performance of this Agreement by the Company Purchaser and the consummation of the TransactionsTransaction, or in connection with the continuing operation of the business of the Company and its Subsidiaries Purchaser immediately following the Effective Time, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Purchaser or prevent, materially delay or materially impair the ability of Purchaser to consummate the Transaction. (iib) The execution, delivery and performance of this Agreement by the Company do Purchaser does not, and the consummation of the Transactions Transaction will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation or by-laws of the Company or the comparable governing instruments of any of its SubsidiariesPurchaser, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company or any of its Subsidiaries Purchaser pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company Purchaser, or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsTransaction) compliance with the matters referred to in Section 5.2(d)(i5.4(a), under any Law to which the Company or any of its Subsidiaries Purchaser is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract binding on upon Purchaser, except, in the Company case of clause (ii) or any of its Subsidiaries. Section 5.2(d)(ii(iii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933above, as amendedwould not, pursuant individually or in the aggregate, reasonably be expected to which consents have a material adverse effect on Purchaser or waivers are prevent, materially delay or may be required prior materially impair the ability of Purchaser to consummation of consummate the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transaction.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate West Virginia Articles of Merger with the Secretary of State of West Virginia pursuant to Section 1.61.3 and the filing under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇trust Improvements Act of 1976, as amended (the “HSR Act”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement and the Shareholder Support Agreement by the Company and the consummation by the Company of the TransactionsMerger and the other transactions contemplated hereby and thereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those for which the failure to obtain such consent, approval or waiver is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement and the Shareholder Support Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), ) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby) compliance the filing of the West Virginia Articles of Merger with the matters referred to in Section 5.2(d)(i)Secretary of State of West Virginia and the requisite filing under the HSR Act, under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) , except, in the case of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses clause (B) and or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit either the type of business in which the Company or its Affiliates (or, after giving effect to the Merger, Parent or its Affiliates) may engage or the manner or locations in which any of them may so engage in any business (for the avoidance of doubt, distribution agreements and similar Contracts entered into in the ordinary course of business consistent with past practice shall not be deemed to be “non-competition contracts” provided that such distribution agreements or similar Contracts do not in any way restrict Parent, Holdco or any of their Affiliates after consummation of the Merger). As used in this Agreement the term “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. For the avoidance of doubt, the parties agree that Hansford Associates Limited Partnership, a West Virginia limited partnership, is, and at all times will be, considered an Affiliate of the Company for purposes of this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) under the Certificate of Merger pursuant Exchange Act, (ii) required to Section 1.6be made with NASDAQ, and (iii) under Canadian Securities Laws, no filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be made or obtained by the Company from, with or from any Governmental EntityAuthority or national securities exchange, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactionstransactions contemplated by this Agreement, except as would not, individually or in connection with the continuing operation of aggregate, reasonably be expected to prevent, delay or impair the business ability of the Company and its Subsidiaries following to perform the Effective TimeCompany’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation of the Transactions transactions contemplated by this Agreement by the Company will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws organizational documents of the Company or the comparable governing instruments of any of its SubsidiariesCompany, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien an Encumbrance on any of the assets of the Company or any of its Subsidiaries taken as a whole pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), contract binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactionstransactions contemplated by this Agreement) compliance with the matters referred to in Section 5.2(d)(i3.02(a), under any Law to which the Company or any of its Subsidiaries is subject, subject or (Ciii) any change in the rights or obligations of any party under any Contract contract binding on upon the Company Company, except, in the case of clause (i), (ii) or any of its Subsidiaries. Section 5.2(d)(ii(iii) above, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed perform its obligations under this Agreement or consummate the transactions contemplated by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.61.3, to the knowledge of the Company, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution, ------------------- execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the TransactionsMerger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in connection with the continuing operation of aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the business ability of the Company and its Subsidiaries following the Effective Timeto consummate transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing obligation (each, a “Contract”), "Contracts") binding upon the Company or any of its Subsidiaries or, assuming or any Law (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to as --------- defined in Section 5.2(d)(i5.1(i), under any Law ) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject, subject or (C) any change in the rights or obligations of any party under any Contract binding on of the Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company or any of its Subsidiaries. to consummate the transactions contemplated by this Agreement Section 5.2(d)(ii5.1(d) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by of the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to the Merger, the Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing of the Certificate of Merger pursuant to Section 1.6filings, no notices, reports or other filings are required to be made by the Company withreports, nor are any consents, registrations, approvals, permits permits, waivers, expirations of waiting periods or authorizations pursuant to, in compliance with or required to be made under, (i) the DGCL, (ii) the Exchange Act, (iii) the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”), (iv) those requirements set forth in Section 5.4(a)(iv), Section 8.1(b) and Section 8.1(c) of the Company Disclosure Letter, (v) the rules and regulations of NASDAQ and (vi) state securities, takeover and “blue sky” Laws (the filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods and authorizations contemplated by the foregoing clauses (i) through (vi), the “Company Approvals”), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Company from, or to be given by the Company to, or be made by the Company with, any U.S., non-U.S. or supranational or transnational governmental, regulatory, self-regulatory or quasi-governmental authority, entity, agency, commission, body, department or instrumentality (including any state banking department or similar agency) or any court, tribunal or arbitrator or other legislative, executive or judicial governmental entity or political subdivision thereof (each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement, or in connection with the continuing operation of the business of the Company and its Subsidiaries as of immediately following the Effective Time, except those that the failure to give, make or obtain would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or prevent or materially delay or impair the consummation of the Merger and the other transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions Merger and the other transactions contemplated by this Agreement will not, constitute or result in (Ai) subject to obtaining the Requisite Company Vote, a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments documents of any of its Subsidiaries, or (Bii) assuming the giving, making or obtaining of those filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods and authorizations set forth in Section 5.4(b)(ii) of the Company Disclosure Letter (the “Third-Party Consents”), with or without notice, lapse of time or both, a breach or violation of, a termination or cancellation (or right of terminationtermination or cancellation) of or a default under, a requirement for consent under, the loss of any benefit or right under, the creation or acceleration of any obligations under, under or the creation of a Lien Lien, other than any Permitted Lien, on any of the properties, rights or assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Material Contract binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) Merger and the other transactions contemplated by this Agreement), compliance with the matters referred to in Section 5.2(d)(i5.4(a), under any applicable Law or Privacy Policy to which the Company or any of its Subsidiaries is subject, or (C) any change except, in the rights case of clause (ii) directly above, for any such breach, violation, termination, cancellation, default, creation or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts acceleration that would not, individually or in the aggregate, reasonably be required expected to be filed by result in a Material Adverse Effect or prevent or materially delay or impair the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to Merger and the exception set forth with respect to clauses (B) and (C) above)other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filing approvals, filings and/or notices: (i) pursuant to Article 2 of the Certificate of Merger pursuant to Section 1.6Agreement, including the Interim Order and any approvals required thereunder, the Final Order and filings with the Director under the CBCA; and (ii) the filings with the Securities Authorities or the TSX, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental EntityEntity or other Person, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent the consummation of the Transactions. (iib) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws Organizational Documents of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien Lien, other than a Permitted Lien, on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), Contract binding upon the Company or any of its Subsidiaries or Company Plan or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i(5), under any Law to which the Company or any of its Subsidiaries is subject, or (Ciii) any change in the rights or obligations of any party under any Contract binding on upon the Company or any of its Subsidiaries. Section 5.2(d)(ii) , except, in the case of the Company Disclosure Letter sets forth a correct and complete list of Contracts foregoing, for any such breach, violation, termination, default, creation, acceleration or change that would be required to be filed not have a Company Material Adverse Effect. (c) Except as is expressly contemplated under this Agreement, the execution, delivery and performance of this Agreement by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under does not, and the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether will not, constitute or not subject result in the imposition of any encumbrance upon any of the property or assets of the Company or any of its Subsidiaries, or give any Person the right to acquire any of the exception set forth with respect assets of the Company or of its Subsidiaries, or restrict, hinder, impair or limit the ability of the Company or any of its Subsidiaries to clauses (B) conduct the business of the Company or any of its Subsidiaries as and (C) above)where it is now being conducted.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than Except for (A) compliance with, and filings under, the HSR Act; (B) the filing of the Certificate of Merger pursuant to and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (C) compliance with, and filings under, the Exchange Act or the Securities Act; and (D) such other items as disclosed in Section 1.66.4(a) of the Parent Disclosure Schedule, no notices, reports or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, Parent or Merger Sub from any Governmental Entity, Authority in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the Transactions, except those that the failure to make or obtain, as the case may be, would not, individually or in connection with the continuing operation aggregate, reasonably be expected to (i) be materially adverse to Parent and Merger Sub or (ii) prevent, materially impair or delay the ability of Parent or Merger Sub to effect the business of the Company and its Subsidiaries following the Effective TimeTransactions. (iib) The execution, delivery and performance of this Agreement by the Company do each of Parent and Merger Sub does not, and the consummation of the Transactions Merger will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company either Parent or the comparable governing instruments of any of its Subsidiaries, Merger Sub or (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation creation, cancellation, acceleration, loss, impairment or acceleration alteration or other change of any rights, benefits or obligations under, result in the payment of any fee under, or the creation of a Lien on any of the assets assets, properties or rights of the Company Parent or Merger Sub or any of its their respective Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i6.4(a), under any Law or Permit to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is subject, except, in the case of clause (B), for any such breach, violation, termination, default, creation, cancellation, acceleration, loss, impairment, alteration, change, fee or Lien, that would not, individually or in the aggregate, reasonably be expected to (i) be materially adverse to Parent and Merger Sub or (Cii) any change in prevent, materially impair or delay the rights ability of Parent or obligations of any party under any Contract binding on Merger Sub to effect the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing filings, notices, consents, registrations, approvals, permits or authorizations (including those with respect to state licensing required to operate the Debtor’s businesses) set forth on Section 2.1(d)(i) of the Certificate Debtor Disclosure Letter (the “Governmental Approvals”), (B) the entry of Merger pursuant to Section 1.6the Confirmation Order and (C) and compliance with the applicable requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), no notices, reports or other filings are required to be made by the Company Debtor with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, Debtor from any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company Debtor and the consummation of the Transactions, except those failures to make or obtain as would not, individually or in connection with the continuing operation aggregate, be reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the business of the Company and its Subsidiaries following the Effective TimeTransactions. (ii) The execution, delivery and performance of this Agreement by the Company Debtor do not, and the consummation of the Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company Debtor or the comparable governing instruments documents of any of its Subsidiaries, Subsidiaries or (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company Debtor or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral in each case, not otherwise terminable by the other party thereto on sixty (60) days’ or in writing less notice (each, a “Contract”), binding upon ) to which the Company Debtor or any of its Subsidiaries or, is a party or by which the Debtor or any of its Subsidiaries or its or any of their respective properties are bound or (C) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i2.1(d)(i), under a violation of any Law to which the Company Debtor or any of its Subsidiaries is subject, except in the case of clause (B) or (C) ), for any such breach, violation, termination, default, creation, acceleration or change that is not, individually or in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth aggregate, reasonably likely to have a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than Except for compliance with, and filings under, the filing of the Certificate of Merger pursuant to Section 1.6HSR Act, no notices, reports or other filings are required to be made by the Company Purchaser with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, Purchaser from any Governmental Entity, Authority in connection with the execution, delivery and performance of this Agreement by the Company Purchaser and the consummation of the Transactions, except those that the failure to make or obtain, as the case may be, would not, individually or in connection with the continuing operation aggregate, reasonably be expected to have a material adverse effect on the ability of Purchaser to consummate the business of the Company and its Subsidiaries following the Effective TimeTransactions. (iib) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, Purchaser does not constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company Purchaser or the comparable governing instruments of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation creation, cancellation, acceleration, loss, impairment or acceleration alteration or other change of any rights, benefits or obligations under, result in the payment of any fee under, or the creation of a Lien on any of the assets assets, properties or rights of the Company Purchaser or any of its Subsidiaries pursuant to, any agreementContract, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i6.3(a), under any Law or Permit to which the Company Purchaser or any of its Subsidiaries is subject, or (C) any change except, in the rights case of clause (B), for any such breach, violation, termination, default, creation, cancellation, acceleration, loss, impairment, alteration, change, fee or obligations of any party under any Contract binding Lien that would not, individually or in the aggregate, have a material adverse effect on the Company or any ability of its Subsidiaries. Section 5.2(d)(ii) of Purchaser to consummate the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Transactions.