Common use of No Conflict; Consent Clause in Contracts

No Conflict; Consent. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, neither the execution, delivery nor performance by the Investor of this Agreement or the other Transaction Documents to be executed and delivered by the Investor pursuant hereto nor the consummation of the transactions contemplated hereby and thereby and compliance by the Investor with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provision of the organizational documents of the Investor, (b) require any consent, approval or notice under, violate or result in the violation of, conflict with or result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a material benefit under or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Investor under any of the terms, conditions or provisions of any material contractual obligation of the Investor or (c) violate any law applicable to the Investor or to which any of its properties or assets may be bound, except in such case as would not materially impair or delay the Investor in the consummation of the transactions contemplated hereby. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, no consent order or authorization of, or registration, declaration or filing with, any Governmental Authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby by the Investor.

No Conflict; Consent. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, neither the The execution, delivery nor and performance by the Investor of this Agreement or the other Transaction Documents to be executed by such Supporting Shareholder do not, and delivered by the Investor pursuant hereto nor the consummation of the transactions contemplated hereby and thereby the Merger and compliance the other transactions contemplated by the Investor with any of the provisions hereof and thereof Merger Agreement will (a) conflict with not, constitute or result in any (i) a breach of any provision of the organizational documents of the Investor, (b) require any consent, approval or notice under, violate or result in the violation of, conflict or a default under, the Organizational Documents of such Supporting Shareholder (if such Supporting Shareholder is not a natural person), (ii) with or result in a breach of any provisions ofwithout notice, constitute a default (or an event which, with notice or lapse of time or both, would constitute a defaultbreach or violation of, a termination (or right of termination) of or a default under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a material any benefit under, the creation, modification or acceleration of any obligations under or result in the creation of any a Lien (other than Permitted Liens) upon on any of the properties properties, rights or assets of Investor under such Supporting Shareholder pursuant to any Contract binding upon such Supporting Shareholder or, assuming (solely with respect to performance of the terms, conditions or provisions of any material contractual obligation of the Investor or (c) violate any law applicable to the Investor or to which any of its properties or assets may be bound, except in such case as would not materially impair or delay the Investor in the consummation of this Agreement and the transactions contemplated hereby. Subject to ) compliance with the requirements and receipt of the approvals and consents set forth matters referred to in Section 3.5 5(d), under any applicable Law to which such Supporting Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Supporting Shareholder. Other than the Disclosure Schedulefilings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no consent order filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorization ofauthorizations are required to be obtained by such Supporting Shareholder from, or registrationto be given by such Supporting Shareholder to, declaration or filing be made by such Supporting Shareholder with, any Governmental Authority is required or any other Person in connection with the execution, delivery and performance by such Supporting Shareholder of this Agreement or Agreement, the consummation of the transactions contemplated hereby or the Merger or the other transactions contemplated by the InvestorMerger Agreement.

No Conflict; Consent. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, neither the The execution, delivery nor and performance by the Investor of this Agreement or the other Transaction Documents to be executed by such Supporting Shareholder does not, and delivered by the Investor pursuant hereto nor the consummation of the transactions contemplated hereby and thereby the Merger and compliance the other transactions contemplated by the Investor with any of the provisions hereof and thereof Merger Agreement will (a) conflict with not, constitute or result in any (i) a breach of any provision of the organizational documents of the Investor, (b) require any consent, approval or notice under, violate or result in the violation of, conflict or a default under, the Organizational Documents of such Supporting Shareholder (if such Supporting Shareholder is not a natural person), (ii) with or result in a breach of any provisions ofwithout notice, constitute a default (or an event which, with notice or lapse of time or both, would constitute a defaultbreach or violation of, a termination (or right of termination) of or a default under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a material any benefit under, the creation, modification or acceleration of any obligations under or result in the creation of any a Lien (other than Permitted Liens) upon on any of the properties properties, rights or assets of Investor under such Supporting Shareholder pursuant to any Contract binding upon such Supporting Shareholder or, assuming (solely with respect to performance of the terms, conditions or provisions of any material contractual obligation of the Investor or (c) violate any law applicable to the Investor or to which any of its properties or assets may be bound, except in such case as would not materially impair or delay the Investor in the consummation of this Agreement and the transactions contemplated hereby. Subject to ) compliance with the requirements and receipt of the approvals and consents set forth matters referred to in Section 3.5 5(d), under any applicable Law to which such Supporting Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Supporting Shareholder. Other than the Disclosure Schedulefilings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no consent order filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorization ofauthorizations are required to be obtained by such Supporting Shareholder from, or registrationto be given by such Supporting Shareholder to, declaration or filing be made by such Supporting Shareholder with, any Governmental Authority is required or any other Person in connection with the execution, delivery and performance by such Supporting Shareholder of this Agreement or Agreement, the consummation of the transactions contemplated hereby or the Merger or the other transactions contemplated by the InvestorMerger Agreement.

No Conflict; Consent. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, neither the The execution, delivery nor and performance by the Investor of this Agreement or the other Transaction Documents to be executed by such Supporting Shareholder does not, and delivered by the Investor pursuant hereto nor the consummation of the transactions contemplated hereby and thereby the Mergers and compliance the other transactions contemplated by the Investor with any of the provisions hereof and thereof A&R Merger Agreement will (a) conflict with not, constitute or result in any (i) a breach of any provision of the organizational documents of the Investor, (b) require any consent, approval or notice under, violate or result in the violation of, conflict or a default under, the Organizational Documents of such Supporting Shareholder (if such Supporting Shareholder is not a natural person), (ii) with or result in a breach of any provisions ofwithout notice, constitute a default (or an event which, with notice or lapse of time or both, would constitute a defaultbreach or violation of, a termination (or right of termination) of or a default under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a material any benefit under, the creation, modification or acceleration of any obligations under or result in the creation of any a Lien (other than Permitted Liens) upon on any of the properties properties, rights or assets of Investor under such Supporting Shareholder pursuant to any Contract binding upon such Supporting Shareholder or, assuming (solely with respect to performance of the terms, conditions or provisions of any material contractual obligation of the Investor or (c) violate any law applicable to the Investor or to which any of its properties or assets may be bound, except in such case as would not materially impair or delay the Investor in the consummation of this Agreement and the transactions contemplated hereby. Subject to ) compliance with the requirements and receipt of the approvals and consents set forth matters referred to in Section 3.5 5(d), under any applicable Law to which such Supporting Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Supporting Shareholder. Other than the Disclosure Schedulefilings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no consent order filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorization ofauthorizations are required to be obtained by such Supporting Shareholder from, or registrationto be given by such Supporting Shareholder to, declaration or filing be made by such Supporting Shareholder with, any Governmental Authority is required or any other Person in connection with the execution, delivery and performance by such Supporting Shareholder of this Agreement or Agreement, the consummation of the transactions contemplated hereby or the Mergers or the other transactions contemplated by the InvestorA&R Merger Agreement.