Common use of No Approvals; No Conflicts Clause in Contracts

No Approvals; No Conflicts. The execution, delivery, and performance by the Company of this Agreement and the other Operative Documents to which the Company is (or will be) a party and the consummation by the Company of the Transactions do not and will not (a) violate (with or without the giving of notice or lapse of time, or both) Applicable Law to which the Company is subject, (b) require any consent, approval, or authorization of, declaration, filing, or registration with, or notice to, any Governmental Body, other than (i) the Stockholder Approval, (ii) the filing of the Certificate of Merger, (iii) such filings and notifications as may be required to be made by the Company in connection with the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this Agreement, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person of the right to accelerate, terminate, modify, or cancel, any Material Contract, (d) result in the creation of any Encumbrance on any assets of the Company, (e) invalidate or adversely affect any Company Permit that is material to the Company or (f) materially impair the right of the Company as of the Effective Time to Exploit (in the manner Exploited by the Company prior to Closing) any Company Intellectual Property.

No Approvals; No Conflicts. The execution, delivery, delivery and performance by the Company Acquiror and Merger Sub, as applicable, of this Agreement and the other Operative Documents to which the Company it is (or will be) is to become a party and party, the consummation by the Company them of the Transactions do not Contemplated Transactions, the effectiveness of the Merger and the performance by Acquiror and Merger Sub of their respective obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party will not (a) violate constitute a violation (with or without the giving of notice or lapse of time, or both) Applicable of any provision of Law or any Order applicable to which the Company is subject, Acquiror or Merger Sub; (b) require any consent, approval, approval or authorization of, or declaration, filing, filing or registration with, or notice toany Person, any Governmental Body, other than except (i) the Stockholder Approval, filing of all documents necessary to consummate the Merger with the Delaware Secretary and (ii) any required submissions under the filing of the Certificate of Merger, (iii) such filings and notifications as may be required to be made by HSR Act that the Company or Acquiror determines must be made, in connection each case, with respect to the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this Agreement, contemplated transactions; (c) result in a default (with or without the giving of notice or lapse of time, or both) under, under any material agreement to which Acquiror or acceleration any of its Subsidiaries is a party or termination of, by which it is bound or the creation in to which any Person Assets of the right to accelerate, terminate, modify, Acquiror or cancel, any Material Contract, of its Subsidiaries are subject; or (d) conflict with or result in the creation a breach of or constitute a default under any Encumbrance on any assets provision of the CompanyCertificate of Incorporation, (e) invalidate as amended, or adversely affect any Company Permit that is material to Bylaws of Acquiror or the Company Certificate of Incorporation or (f) materially impair the right Bylaws of the Company as of the Effective Time to Exploit (in the manner Exploited by the Company prior to Closing) any Company Intellectual PropertyMerger Sub.

No Approvals; No Conflicts. The execution, delivery, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is (or will be) a party by Holdings, and the consummation by the Company Holdings of the Transactions do not transactions contemplated hereby (including, without limitation, the consummation of the Merger and the Preliminary Merger), will not (a) violate constitute a violation (with or without the giving of notice or lapse of time, time or both) Applicable Law of any provision of any domestic or foreign law applicable to which the Company is subjector any of its Subsidiaries, (b) require any consent, approval, approval or authorization of, or the making of any declaration, filing, registration, qualification or registration recording with, any individual, corporation, partnership, association, trust, joint venture, unincorporated organization or notice toother entity or any domestic or foreign governmental authority ("Person"), any Governmental Body, other than (i) the Stockholder Approval, (ii) the filing by or on behalf of the Certificate Company or any of Mergerits Subsidiaries, (iiiexcept as set forth in Section 2.4(b) such filings and notifications as may be required to be made by the Company in connection with the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this AgreementSchedule of Exceptions, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or an acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify, modify or cancel, or any Material Contractother cause of action under, any material agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of their assets are subject, except as set forth in Section 2.4(c) of the Schedule of Exceptions, (d) result in the creation of any Encumbrance on lien or encumbrance upon, or forfeiture of, any assets of the Company's assets, (e) invalidate conflict with or adversely affect result in a breach of or constitute a default under any Company Permit that is material to provision of the charter documents or bylaws of the Company or any of its Subsidiaries, or (f) materially impair the right of the Company as of the Effective Time require any severance payments, stay bonuses or other special compensation to Exploit (in the manner Exploited be made by the Company prior to Closing) any Company Intellectual Propertyor its Subsidiaries other than as contemplated by Section 1.13 hereof.

No Approvals; No Conflicts. The execution, delivery, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is (or will be) a party and the consummation by the Company of the Transactions do not transactions contemplated hereby and thereby will not (a) violate constitute a violation (with or without the giving of notice or lapse of time, or both) Applicable Law of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to which the Company is subjectCompany, (b) require any consent, approval, approval or authorization of, or declaration, filing, filing or registration with, or notice toany person, any Governmental Bodycorporation, partnership, joint venture, association, organization, other than entity or governmental or regulatory authority (a "Person"), except (i) the Stockholder Approvalcompliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary of State, and (iii) the approval by the stockholders of the Company of the transactions contemplated hereby, as provided under applicable 19 law and the Certificate of MergerIncorporation and Bylaws of the Company (all such consents, (iii) such filings approvals and notifications as may be required authorizations to be made duly obtained by the Company in connection with at or prior to the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this AgreementClosing), (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify, modify or cancel, any Material Contractagreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (d) result in the creation of any Encumbrance on (as defined in Section 2.9(d)) upon any material assets of the Company or, to the knowledge of the Company, upon any Outstanding Shares or other securities of the Company, (e) conflict with or result in a breach of or constitute a default under any provision of the Restated Certificate of Incorporation or Bylaws of the Company, or (f) invalidate or adversely affect any Company Permit that is material to permit, license or authorization currently required for the Company or (f) materially impair the right conduct of the Company as business of the Effective Time to Exploit (in the manner Exploited by the Company prior to Closing) any Company Intellectual PropertyCompany.

No Approvals; No Conflicts. The execution, delivery, delivery and performance by the Company and each Shareholder of this Agreement and the other Operative Documents to which the Company or any Shareholder is (or will be) a party and the consummation of the transactions contemplated hereby and thereby and the performance by the Company and each Shareholder of its or his obligations pursuant to this Agreement and the Transactions do not and other Operative Documents to which it or he is a party, will not (a) violate constitute a violation (with or without the giving of notice or lapse of time, or both) Applicable Law of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to which the Company is subject, or any Shareholder; (b) require any consent, approval, approval or authorization of, or declaration, filing, filing or registration with, or notice toany person, any Governmental Bodycorporation, partnership, joint venture, association, organization, other than entity or governmental or regulatory authority (i) the Stockholder Approval, (ii) the filing of the Certificate of Merger, (iii) such filings and notifications as may be required to be made by the Company in connection with the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this Agreement, a "Person"); (c) except as would not ------ have a material adverse effect on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or other) or prospects of the Company (a "Company Material Adverse Effect"), result in a ------------------------------- default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify, modify or cancel, any Material Contractagreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject; (d) result in the creation of any Encumbrance on (as defined below) upon any material assets of the CompanyCompany or, to the knowledge of the Company or any Voting Shareholder, upon any outstanding Shares; (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or other constituting documents of the Company; or (f) invalidate or adversely affect any Company Permit that is permit, license or authorization currently material to the Company or (f) materially impair the right conduct of the Company as business of the Effective Time to Exploit (in the manner Exploited by the Company prior to Closing) any Company Intellectual PropertyCompany.

No Approvals; No Conflicts. The execution, delivery, delivery and performance by the Company of this Agreement and the other Operative Transaction Documents to which the Company is (or will be) a party party, the consummation of the Transactions and the consummation performance by the Company of its respective obligations pursuant to this Agreement and the Transactions do not and other Transaction Documents to which it is a party, will not (a) violate conflict with or constitute a violation of any Applicable Law, (b) except for the Requisite Stockholder Approval and as set forth on Schedule 3.5(b), require any consent, notice, waiver, approval, order or authorization of, or declaration, filing or registration with, any Person, (c) except as set forth on Schedule 3.5(c), result in any violation of or default under (with or without the giving of notice or lapse of time, or both) Applicable Law to which the Company is subject, (b) require any consent, approval, or authorization of, declaration, filing, or registration with, or notice to, any Governmental Body, other than (i) the Stockholder Approval, (ii) the filing of the Certificate of Merger, (iii) such filings and notifications as may be required to be made by the Company in connection with the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this Agreement, (c) result in a default (with or without the giving of notice or lapse of time, or both) under), or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify, modify or cancel, any Material ContractContract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any material assets (whether tangible or intangible) of the Company or any of its Subsidiaries are subject, (d) result in the creation of any Encumbrance on (other than Permitted Encumbrances) upon any assets asset (whether tangible or intangible) of the Company or any of its Subsidiaries or, to the Company’s knowledge, upon any outstanding shares or other securities of the Company or any of its Subsidiaries, or (e) invalidate conflict with or adversely affect result in a breach of or constitute a default under any Company Permit that is material to the Company or (f) materially impair the right provision of the Company as Charter or the Company Bylaws or comparable organizational document of the Effective Time to Exploit (any of its Subsidiaries, except, in the manner Exploited by the case of (a), (b), (c) or (d), as would not reasonably be expected to have a Company prior to Closing) any Company Intellectual PropertyMaterial Adverse Effect.

No Approvals; No Conflicts. (a) The execution, delivery, execution and performance delivery by the Company of this Agreement and the other Operative Transaction Documents to which it is a party do not, and the performance by the Company of its obligations under this Agreement and the other Transaction Documents to which it is (or will be) a party and the consummation by the Company of the Transactions do not and will not not: (ai) violate subject to the receipt of the Required Government Approvals or the termination or expiration of any waiting period under applicable law constitute a violation (with or without the giving of notice or lapse of time, or both) Applicable Law of any law or any Judgment applicable to which the Company is subject, (b) require any consent, approval, or authorization of, declaration, filing, or registration with, or notice to, any Governmental Body, other than (i) the Stockholder Approval, Company; (ii) subject to obtaining consent with respect to the filing of the Certificate of Merger, (iii) such filings and notifications as may be required to be made assignment by the Company in connection with the Merger and the other Transactions under the HSR Act and the expiration or early termination to Buyer of the applicable waiting period under Assumed Contracts set forth on Schedule 3.5(a) to the HSR Act and (iv) such other consentsDisclosure Memorandum, approvalsviolate, authorizationsconflict with, declarationsresult in any breach of, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this Agreement, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any properties or acceleration or termination ofassets of the Company used in the Business, or the creation create in any Person of the right to accelerate, terminate, modify, modify or cancel, cancel (or automatically do any Material Contract, of the foregoing) any Contract to which the Company is a party or by which it is bound or to which any of its assets are subject; (diii) conflict with or result in the creation a breach of or constitute a default under any Encumbrance on any assets provision of the Company, its governing documents; or (eiv) invalidate or adversely affect any Company material Permit that is material or authorization used in the conduct of the Company’s business, except in the case of clause (a)(ii) above to the Company extent such violations, conflicts, breaches, defaults or (f) materially impair the right of other matters would not reasonably be expected to prevent or prohibit the Company as of from performing its obligations under, and completing the Effective Time to Exploit (in transactions contemplated by, the manner Exploited by the Company prior to Closing) any Company Intellectual PropertyTransaction Documents.

No Approvals; No Conflicts. The execution, delivery, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is (or will be) is to become a party party, the execution, delivery and performance by each of the Key Stockholders of its Key Stockholder Agreement and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Transactions Contemplated Transactions, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, do not and will not (individually or in combination): (a) violate constitute a violation (with or without the giving of notice or lapse of time, or both) Applicable of any provision of Law or any Order applicable to which the Company is subject, Company; (b) require any consent, approvalConsent of, or authorization of, declaration, filing, filing or registration with, or notice toany Person, any Governmental Body, other than except for (i) the Stockholder Approval, filing of all documents necessary to consummate the Merger with the Delaware Secretary; (ii) the filing adoption by the Stockholders of this Agreement and the approval by the Stockholders of the Merger, as provided under the DGCL and the Company Certificate of Merger, Incorporation and Company Bylaws; and (iii) such filings and notifications as may be any required to be made by submissions under the HSR Act that the Company or Acquiror reasonably determines should be made, in connection each case, with respect to the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this Agreement, Contemplated Transactions; (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person of the right to accelerate, terminate, modify, modify or cancel, any Material Contract, ; (d) result in the creation of any Encumbrance on upon any assets material Assets of the Company, or upon any outstanding shares or other securities of the Company; (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate of Incorporation or Company Bylaws; or (f) invalidate or adversely affect any Company Permit that is Governmental Authorization material to the Company or (f) materially impair the right business of the Company as of the Effective Time currently conducted or as currently proposed to Exploit (in the manner Exploited be conducted by the Company prior to Closing) any Company Intellectual PropertyCompany.

No Approvals; No Conflicts. The execution, delivery, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is (or will be) a party and the consummation by the Company of the Transactions do not transactions contemplated hereby and thereby will not (a) violate constitute a violation (with or without the giving of notice or lapse of time, or both) Applicable Law of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to which the Company is subjectCompany, (b) require any consent, approval, approval or authorization of, or declaration, filing, filing or registration with, or notice toany person, any Governmental Bodycorporation, partnership, joint venture, association, organization, other than entity or governmental or regulatory authority (a "Person"), except (i) the Stockholder Approvalcompliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Certificate Merger with the Massachusetts Secretary of MergerState, and (iii) the approval by the stockholders of the Company of the transactions contemplated hereby, as provided under applicable law and the Articles of Organization and Bylaws of the Company (all such filings consents, approvals and notifications as may be required authorizations to be made duly obtained by the Company in connection with at or prior to the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this AgreementClosing), (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify, modify or cancel, any Material Contractagreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (d) result in the creation of any Encumbrance on (as defined in Section 2.9(d) hereof) upon the assets of the Company or upon any assets Outstanding Shares or other securities of the Company, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Organization or Bylaws of the Company, or (f) invalidate or adversely affect any Company Permit that is material to permit, license, authorization or status used in the Company or (f) materially impair the right conduct of the Company as of the Effective Time to Exploit (in the manner Exploited by the Company prior to Closing) any Company Intellectual PropertyCompany's business.

No Approvals; No Conflicts. The (a) Except as set forth on Schedule 2.6(a) to the Disclosure Memorandum, the execution, delivery, delivery and performance by the Company of this Agreement and the other Operative Documents to which by the Company is (or will be) a party and the consummation by the Company of the Transactions do not transactions contemplated hereby and thereby will not (ai) violate constitute a violation (with or without the giving of notice or lapse of time, or both) Applicable Law of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to which the Company is subjectCompany, (bii) require any consent, approval, approval or authorization of, or declaration, filing, filing or registration with, or notice toany person, any Governmental Bodycorporation, partnership, joint venture, association, organization, other than entity or governmental or regulatory authority (i) the Stockholder Approvala "Person"), (ii) except compliance with applicable securities laws and the filing of all documents necessary to consummate the Certificate Merger with the Washington Secretary of MergerState and the Massachusetts Secretary of State (the consent of all such Persons to be duly obtained by the Company at or prior to the Closing), (iii) such filings and notifications as may be required to be made by the Company in connection with the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this Agreement, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify, modify or cancel, any Material Contractagreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (div) result in the creation of any Encumbrance on lien or encumbrance upon the assets of the Company or upon any assets Outstanding Shares or other securities of the Company, (ev) conflict with or result in a breach of or -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Page 8 16 constitute a default under any provision of the Articles of Organization or Bylaws of the Company, or (vi) invalidate or adversely affect any Company Permit that is material to governmental permit, license, authorization or status used in the Company or (f) materially impair the right conduct of the Company as business of the Effective Time to Exploit (in the manner Exploited by the Company prior to Closing) any Company Intellectual PropertyCompany.

No Approvals; No Conflicts. The execution, delivery, delivery and performance by the Company and each Key Stockholder of this Agreement and the other Operative Documents to which the Company or any Key Stockholder is (or will be) a party and the consummation of the transactions contemplated hereby and thereby, the effectiveness of the Merger and the performance by the Company and each Key Stockholder of its or his obligations pursuant to this Agreement and the Transactions do not and other Operative Documents to which it or he is a party, will not (a) violate constitute a violation (with or without the giving of notice or lapse of time, or both) Applicable Law of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to which the Company is subject, or any Key Stockholder; (b) require any consent, approval, approval or authorization of, or declaration, filing, filing or registration with, or notice toany person, any Governmental Bodycorporation, partnership, joint venture, association, organization, other than entity or governmental or regulatory authority (a "Person"), ------ except for (i) the Stockholder Approvalcompliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Certificate of MergerMerger with the Massachusetts Secretary and the Delaware Secretary, and (iii) such filings and notifications as may be required to be made by the Company in connection with the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions Stockholder approval in accordance with this Agreement, Massachusetts law; (c) except as would not have a Company Material Adverse Effect, result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify, modify or cancel, any Material Contractagreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject; (d) result in the creation of any Encumbrance on (as defined in Section 2.8(d)) upon any material assets of the Company or, to the knowledge of the Company or any Key Stockholder, upon any outstanding shares or other securities of the Company, ; (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Organization or By-Laws of the Company; or (f) invalidate or adversely affect any Company Permit that is permit, license or authorization currently material to the Company or (f) materially impair the right conduct of the Company as business of the Effective Time to Exploit (in the manner Exploited by the Company prior to Closing) any Company Intellectual PropertyCompany.

No Approvals; No Conflicts. The execution, delivery, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is (or will be) a party and the consummation by the Company of the Transactions do not transactions contemplated hereby and thereby will not not: (a) violate constitute a violation (with or without the giving of notice or lapse of time, or both) Applicable Law of any provision of law or any judgment, decree, order, regulation or rule of any court or other Governmental Body applicable to which the Company is subject, Company; (b) require any consent, approval, approval or authorization of, or declaration, filing, filing or registration with, or notice toany Person with respect to the Company, any Governmental Body, other than except for (i) the Stockholder Approvalcorporate approvals referred to in Section 2.2 above, (ii) the filing of the Certificate of MergerMerger with the Delaware Secretary of State, and (iii) such filings and notifications as may be required the consents under Contracts listed in Schedule 2.10(d) to be made by the Company in connection with the Merger and the other Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this Agreement, Disclosure Memorandum); (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify, modify or cancel, any Material Contractagreement, lease, note or other restriction, Encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject; (d) result in the creation of any Encumbrance on upon any assets of the Company, ; (e) invalidate conflict with or adversely affect result in a breach of or constitute a default under any Company Permit that is material to provision of the Company Certificate of Incorporation or Bylaws of the Company; or (f) materially impair invalidate or render non-compliant or ineffective under applicable Law any permit, license or authorization used in the right conduct of the Company as business of the Effective Time to Exploit (Company, except in the manner Exploited by the Company prior to Closingcase of this subsection (f) where any Company Intellectual Propertysuch invalidation, non-compliance or ineffectiveness would not have a Material Adverse Effect.

No Approvals; No Conflicts. The Except as set forth in Schedule 2.5 to the Disclosure Memorandum, the execution, delivery, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is (or will be) a party and the consummation by the Company of the Transactions do not transactions contemplated hereby and thereby will not (a) violate constitute a violation (with or without the giving of notice or lapse of time, or both) Applicable Law of any provision of law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to which the Company is subjectCompany, (b) require any consent, approval, approval or authorization of, or declaration, filing, filing or registration with, or notice toany person, any Governmental Bodycorporation, partnership, joint venture, association, organization, other than entity or governmental or regulatory authority (a "Person"), except (i) the Stockholder Approvalcompliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Certificate Merger with the Delaware Secretary of MergerState and the California Secretary of State, (iii) such filings and notifications as may be required to be made the approval by the Company in connection with Shareholders of the Merger transactions contemplated hereby, as provided under California Law and the other Transactions under the HSR Act Articles of Incorporation and the expiration or early termination Bylaws of the applicable waiting period under the HSR Act and Company, (iv) such other consentsthe notification requirements of the Hart-Xxxxx-Xxxxxx Xxx (as defined below), approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected and (v) the filing of all documents necessary to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this Agreementroll-up each Company Subsidiary, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify, modify or cancel, any Material Contractagreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (d) result in the creation of any Encumbrance on (as defined in Section 2.9(d)) upon any material assets of the Company or, to the knowledge of the Company, upon any outstanding shares or other securities of the Company, (e) conflict with or result in a breach of or constitute a default under any provision of the Articles of Incorporation or Bylaws of the Company, or (f) invalidate or adversely affect any Company Permit that is permit, license or authorization currently material to the Company or (f) materially impair the right conduct of the Company as business of the Effective Time to Exploit (in the manner Exploited by the Company prior to Closing) any Company Intellectual PropertyCompany.