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

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, 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 Parent or Merger Sub 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 (i) the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which Parent or Merger Sub is a party by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), any material Law applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby hereby, do not and compliance by each will not (i) conflict with or violate the articles of association of Parent or the certificate of incorporation or bylaws of Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub with the provisions hereof will not, conflict with, or by which any of their respective properties are bound or (iii) result in any breach or violation or breach of, or constitute a default (or an event which with or without notice or lapse of time, time or both) under, or give rise to both would become a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit underdefault), or result in the creation loss of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub a benefit under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements underacceleration of, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which Parent or Merger Sub is a party or by which Parent, Parent or Merger Sub or any of their respective properties or assets may be bound or are bound, except, in the case of clauses (ii) and (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), for any material Law applicable such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be boundMaterial Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby hereby, do not and compliance by each of Parent and Merger Sub with the provisions hereof will not, 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 Parent or Merger Sub 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 not (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any material Law applicable to Parent or Merger Sub or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Merger Sub is a party or by which Parent, Parent or Merger Sub or any of their respective properties or assets may be bound or are bound, except, in the case of clauses (ii) and (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), for any material Law applicable such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be boundMaterial Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby hereby, do not and compliance by each will not (i) conflict with or violate the certificate of incorporation or bylaws or equivalent governing documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub with the provisions hereof will not, conflict with, or by which any of their respective properties are bound or (iii) result in any breach or violation or breach of, or constitute a default (or an event which with or without notice or the lapse of time, time or both) under, or give rise to both would become a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit underdefault), or result in the creation loss of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub a benefit under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of (i) the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which Parent or Merger Sub is a party or by which Parent, Parent or Merger Sub or any of their respective properties or assets may be bound or are bound, except, in the case of clauses (ii) and (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), for any material Law applicable such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be boundMaterial Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, 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 (other than Permitted Liens) in or upon any of the properties, assets or rights of Parent or Merger Sub any of its Subsidiaries 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 (i) the certificate of incorporation Parent Charter or bylaws of Parent or Merger Sub, each as amended to dateBylaws, (ii) the Merger Sub Charter or Merger Sub Bylaws, (iii) any material Contract to which Parent or Merger Sub its Subsidiaries is a party or by which Parent, Merger Sub Parent or its Subsidiaries or any of their respective properties or assets may be bound bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 5.3(b4.3(b), any material Law applicable to Parent or Merger Sub its Subsidiaries or by which Parent, Merger Sub Parent or its Subsidiaries or any of their respective properties or assets may be bound, except, in the case of clauses (iii) and (iv), as individually or in the aggregate, would not have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consentsThe execution, approvalsdelivery and performance of this Agreement by Parent and Merger Sub do not, authorizations and other actions described in this Section 5.3 have been obtained the consummation by Parent and all filings Merger Sub of the transactions contemplated hereby will not, and obligations described in this Section 5.3 have been made, the approval by Parent of the execution, delivery and performance of this Agreement by each Merger Sub and of the consummation by Merger Sub of the transactions contemplated hereby, do not and will not (i) conflict with or violate the limited liability company operating agreement, articles of incorporation, bylaws or similar governing instruments of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub does not, and the consummation or by which any of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict withtheir respective properties or assets are bound, or (iii) result in any breach or violation or breach of, or constitute a default (or an event which with or without notice or lapse of time, time or both) under, or give rise to both would become a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit underdefault), or result in the creation loss of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub a benefit under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of (i) the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which Parent or Merger Sub is a party or by which Parent, Parent or Merger Sub or any of their respective properties or assets may be bound or are bound, except, in the case of clauses (ii) and (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), for any material Law applicable such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be boundMaterial Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consentsThe execution, approvalsdelivery and performance of this Agreement by Parent and Merger Sub, authorizations the consummation by Parent and other actions described in this Section 5.3 have been obtained Merger Sub of the transactions contemplated hereby, and all filings and obligations described in this Section 5.3 have been made, the approval by Holdings of the execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and of the consummation by Merger Sub of the Offer, the Merger and the other transactions contemplated hereby hereby, do not and compliance will not (i) conflict with or violate the certificate of incorporation or bylaws or similar governing instruments of Parent, Holdings or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by each clauses (i) through (v) of Parent subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Parent, Holdings or Merger Sub with the provisions hereof will not, conflict withor by which any of their respective properties or assets are bound, or (iii) result in any breach or violation or breach of, or constitute a default (or an event which with or without notice or lapse of time, time or both) under, or give rise to both would become a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit underdefault), or result in the creation loss of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub a benefit under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of (i) the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which Parent Parent, Holdings or Merger Sub is a party or by which Parent, Holdings or Merger Sub or any of their respective properties or assets may be bound or are bound, except, in the case of clauses (ii) and (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), for any material Law applicable such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be boundMaterial Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Offer, the Merger (subject to the approval of the “plan of merger” (as such term is used in Chapter 23B.11 of the WBCA, if required by the WBCA) contained in this Agreement by the Company Shareholder Approval) and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with the provisions hereof will notnot (i) violate or conflict with the articles of incorporation or bylaws (or similar organizational documents) of Parent and Merger Sub, conflict with, or (ii) 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 Parent or Merger Sub 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 (i) the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which Parent or Merger Sub is a party by which Parent, Merger Sub or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), violate or conflict with any material Law applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, except, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent Parent, First Merger Sub and Second Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs with the provisions hereof will not, 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 Parent or Merger Sub Subs 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 (i) the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Parent or First Merger Sub, each as amended to date(ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iiiii) any material Contract to which Parent Parent, First Merger Sub or Second Merger Sub is a party by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 5.3(b)4.4, any material Law or any rule or regulation of NYSE American applicable to Parent or Merger Sub Subs or by which Parent, Merger Sub Subs or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby hereby, do not and compliance by each of Parent and Merger Sub with the provisions hereof will not, 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 Parent or Merger Sub 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 not (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any material Law applicable to Parent or Merger Sub or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Merger Sub is a party or by which Parent, Parent or Merger Sub or any of their respective properties or assets may be bound or are bound, except, in the case of clauses (ii) and (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), for any material Law applicable such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, have or reasonably be expected to have a Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be boundMaterial Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby hereby, do not and compliance by each will not (i) conflict with or violate the certificate of incorporation or bylaws (or comparable charter documents) of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub with the provisions hereof will not, conflict with, or by which any of their respective properties are bound or (iii) result in any breach or violation or breach of, or constitute a default (or an event which with or without notice or lapse of time, time or both) under, or give rise to both would become a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit underdefault), or result in the creation loss of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub a benefit under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of (i) the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which Parent or Merger Sub is a party or by which Parent, Parent or Merger Sub or any of their respective properties or assets may be bound or are bound, except, in the case of clauses (ii) and (iii) subject of this paragraph, for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to the governmental filings and other matters referred to in Section 5.3(b), any material Law applicable to have a Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be boundMaterial Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement and the CVR Agreement by each of Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or violate the provisions hereof will notParent Charter or Parent Bylaws or the equivalent Organizational Documents of any of Parent’s Subsidiaries or Merger Sub (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection ‎(b) below have been obtained and all filings described in such clauses have been made, conflict withwith or violate any Law applicable to Parent, any of its Subsidiaries or Merger Sub, or by which any of their respective properties are bound or (iii) result in any breach or violation or breach of, or constitute a default (or an event which with or without notice or lapse of time, time or both) under, or give rise to both would become a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit underdefault), or result in the creation loss of any Lien in or upon any of the properties, assets or rights of Parent or Merger Sub a benefit under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of (i) the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which Parent Parent, any of its Subsidiaries or Merger Sub is a party or by which Parent, any of its Subsidiaries, Merger Sub or any of their respective properties or assets may be bound or are bound, except, in the case of clauses (ii) and (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), for any material Law applicable such conflict, breach, violation, default, loss, right or other occurrence that that, individually or in the aggregate, has not constituted or resulted in, and would not reasonably be expected to constitute or result in, a Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be boundMaterial Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby hereby, do not and compliance by each of Parent and Merger Sub with the provisions hereof will not, 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 Parent or Merger Sub 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 not (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iii) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any material Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Merger Sub is a party or by which Parent, Parent or Merger Sub or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), any material Law applicable to of Parent or Merger Sub (including the Acquired Companies following the Effective Time) except, in the case of clauses (ii), (iii) and (iv) of this paragraph, for any such conflict, breach, violation, default, loss, right or by which Parentother occurrence that individually or in the aggregate, Merger Sub or any of their respective properties or assets may has not had, and would not reasonably be boundexpected to have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent Parent, First Merger Sub and Second Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs with the provisions hereof will not, 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 Parent or Merger Sub Subs 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 (i) the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Parent or First Merger Sub, each as amended to date, (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iii) any material Material Contract to which Parent Parent, First Merger Sub or Second Merger Sub is a party by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 5.3(b)4.4, any material Law or any rule or regulation of Nasdaq applicable to Parent or Merger Sub Subs or by which Parent, Merger Sub Subs or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Parent, First Merger Sub does and Second Merger Sub do not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs with the provisions hereof will not, 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 Parent or Merger Sub Subs 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 (i) the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Parent or First Merger Sub, each as amended to date(ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iiiii) any material Contract to which Parent Parent, First Merger Sub or Second Merger Sub is a party by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 5.3(b)4.5, any material Law or any rule or regulation of Nasdaq applicable to Parent or Merger Sub Subs or by which Parent, Merger Sub Subs or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Parent, First Merger Sub does and Second Merger Sub do not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs with the provisions hereof will not, 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 Parent or Merger Sub Subs 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 (i) the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Parent or First Merger Sub, each as amended to date, (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iii) any material Contract to which Parent Parent, First Merger Sub or Second Merger Sub is a party by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 5.3(b5.5(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or Merger Sub Subs or by which Parent, Merger Sub Subs or any of their respective properties or assets may be bound, except as, in the case of clauses (iii) and (iv), as individually or in the aggregate, has not had and would not reasonably be expected to be material.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby hereby, do not and compliance by each of Parent and Merger Sub with the provisions hereof will not, 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 Parent or Merger Sub 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 not (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to date, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any material Law applicable to Parent or Merger Sub or by which any of their respective properties are bound or (iii) except as set forth on Section 5.4 of the Parent Disclosure Letter, result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), impair Parent’s or any Subsidiary’s rights or alter the rights or obligations of any third party under, or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, or result in the creation of a Lien on any of the properties or assets of Parent or any of its Subsidiaries under, any Contract to which Parent or Merger Sub is a party or by which Parent, Parent or Merger Sub or any of their respective properties or assets may be bound or are bound, except, in the case of clauses (ii) and (iii) subject to the governmental filings and other matters referred to in Section 5.3(b), for any material Law applicable such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be boundMaterial Adverse Effect.

No Conflict; Consents and Approvals. (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 5.3 have been obtained and all filings and obligations described in this Section 5.3 have been made, the The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does notBuyer, and the consummation by Parent and Buyer of the Offer, the Merger and the other transactions contemplated hereby hereby, do not and compliance will not (i) conflict with or violate their respective articles of association, articles of incorporation or similar constitutional documents, (ii) assuming that all consents, approvals and authorizations contemplated by each clauses (i) through (iv) of Parent Section 5.3(b) below have been obtained and Merger Sub with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to Parent or Buyer or by which any of their respective properties are bound, or (iii) require notice to or the consent of any Person under, result in any violation breach of or breach of, or constitute a default (or an event that with or without notice or lapse of timetime or both would become a default), or both) impair Parent’s or Buyer’s rights or alter the rights or obligations of any third party under, or give rise to a right of, or result in, any third party any rights of termination, cancellationamendment, modification payment, acceleration or acceleration of any obligation or to the loss of a material benefit undercancellation of, or result in the creation of any a Lien in or upon on any of the properties, properties or assets or rights (including intangible assets) of Parent or Merger Sub 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 Buyer pursuant to, any provision of (i) the certificate of incorporation permit, franchise or bylaws of Parent or Merger Sub, each as amended to date, (ii) any material Contract to which Parent or Merger Sub Buyer is a party or by which Parent, Merger Sub Parent or Buyer or any of their respective properties or assets may be is bound or affected, or (iiiiv) subject give rise to or result in any person having, or having the governmental filings and other matters referred right to in Section 5.3(b)exercise, any material Law applicable preemptive rights, rights of first refusal, rights to Parent acquire or Merger Sub or by which similar rights with respect to any capital stock of Parent, Merger Sub Buyer or any of their respective properties assets or assets may properties, except in the case of the preceding clauses (iii) and (iv) as would not reasonably be boundexpected to have, individually or in the aggregate, a Buyer Material Adverse Effect.