Common use of No Conflict; Required Filings and Consents Clause in Contracts

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do not, and the performance by Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Merger Sub or by which any of its properties or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affected, except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect.

No Conflict; Required Filings and Consents. (a) The Assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 5.05(b) have been obtained and all filings and obligations described in Section 5.05(b) have been made, the execution and delivery of this Agreement by each of Adara and Merger Sub do not, and the performance of this Agreement by each of Adara and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Adara Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of Adara or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of Adara or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Adara or Merger Sub is a party or by which each of Adara or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of clauses (ii) and with respect to clause (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Adara Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub Parent and Purchaser do not, and the performance by Merger Sub of its obligations under this Agreement by Parent and Purchaser will not, and the consummation of the Transactions by Parent and Purchaser will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws By-Laws or other organizational documents of Merger Subeither Parent or Purchaser, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and other authorizations described in Section 4.4(b5.03(b) belowhave been obtained and that all filings and other actions described in Section 5.03(b) have been made or taken, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub Parent or Purchaser or by which any material property or material asset of its properties or assets either of them is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Parent or assets of Merger Sub Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub Parent or Purchaser is a party or by which Merger Sub Parent or Purchaser or any material property or material asset of its properties or assets either of them is bound or affected, except, in the case of clauses (ii) and with respect to clause (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not in the aggregate, prevent or materially delay consummation of any of the Merger in any material respect, Transactions or otherwise prevent Merger Sub Parent or Purchaser from performing its obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do not, and the performance by Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Merger Sub or by which any of its properties or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affected, except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do Parent does not, and the performance by Merger Sub consummation of its obligations under this Agreement the transactions contemplated hereby will not, not (i) conflict with or violate the certificate charter or bylaws, in each case as amended or restated, of incorporation Parent or bylaws any of Merger Subits subsidiaries, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Laws applicable to Merger Sub Parent or any of its subsidiaries or by which any of its properties or their assets is bound or affected, subject or (iii) result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Encumbrance a Lien on any of the properties or assets of Merger Sub Parent or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub Parent or any of its subsidiaries is a party or by or to which Merger Sub Parent or any of its properties subsidiaries or any of their assets is bound or affectedsubject, except, in the case of with respect to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults defaults, terminations, amendments, accelerations, cancellations, payments or other alterations or occurrences that Liens as would not prevent or delay consummation of the Merger in any material respecthave a Parent Material Adverse Effect, or otherwise prevent Merger Sub from performing its obligations under this Agreement (B) as set forth in any material respectthe Parent Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub each of SPAC and OpCo do not, and the performance by Merger Sub of its obligations under this Agreement by each of SPAC and OpCo will not, (i) conflict with or violate the certificate of incorporation SPAC’s Organizational Documents or bylaws of Merger SubOpCo’s Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(a) of the SPAC Disclosure Schedule have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub each of SPAC or OpCo or by which any of its properties their property or assets is bound or affectedbound, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of SPAC or assets of Merger Sub OpCo pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub each of SPAC or OpCo is a party or by which Merger Sub each of SPAC or OpCo or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not prevent or delay consummation of in the Merger in any material respectaggregate, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as described on Exhibit A, the execution and delivery of this Agreement by Merger Sub do the Company does not, and the performance by Merger Sub of its obligations under this Agreement by the Company will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws By-laws of Merger Subthe Company, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b3.05(b) belowhave been obtained and all filings and obligations described in Section 3.05(b) have been made, to the best knowledge of the Company after inquiry, conflict with or violate any foreign or domestic law, statute, ordinance, rule, regulation, order, judgment or decree ("Law") applicable to Merger Sub the Company or by which any property or asset of its properties or assets the Company is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties or assets of Merger Sub Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedobligation, except, in the case of clauses (ii) and with respect to clause (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would have not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and that could not reasonably be expected to prevent or materially delay the consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under transactions contemplated by this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of GigCapital5 and Merger Sub do not, and the performance of this Agreement by each of GigCapital5 and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation GigCapital5 Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of GigCapital5 or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of GigCapital5 or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of GigCapital5 or Merger Sub is a party or by which each of GigCapital5 or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a GigCapital5 Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by Merger Sub and the Registration Rights Agreement do not, and the performance by Merger Sub of its obligations under this Agreement hereunder and thereunder will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Merger Subthe Company, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(bsubsection (b) belowhave been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any lawdomestic or, to the knowledge of the Company, foreign, statute, law, ordinance, regulation, rule, regulationcode, executive order, judgment injunction, judgment, decree or decree other order (“Law”) applicable to Merger Sub the Company or by which any property or asset of its properties or assets the Company is bound or affected, affected or (iii) require any consent or approval under, result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or give to others a right to require any payment to be made under, or result in the creation of any Encumbrance a Lien or other encumbrance on any property or asset of the properties or assets of Merger Sub Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedobligation, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not prevent or delay consummation of in the Merger in any material respectaggregate, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the License Agreement Amendment by Merger Sub the Company do not, and the performance by Merger Sub of its obligations under this Agreement and the License Agreement Amendment by the Company will not, (i) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of Merger Subthe Company or any Subsidiary, (ii) subject subject, in the case of the consummation of the Merger, to compliance with obtaining the requirements set forth in Section 4.4(b) belowCompany Required Approvals and the approval of the Merger by the stockholders of the Company, conflict with or violate any statute, law, statute, ordinance, regulation, rule, regulationcode, executive order, judgment injunction, judgment, decree or decree other order ("Law") applicable to Merger Sub the Company or by which any property or asset of its properties or assets the Company is bound or affected, affected or (iii) subject to obtaining the consents listed in Section 4.05 of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Company or assets any Subsidiary of Merger Sub the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedMaterial Contract, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not reasonably be expected to prevent or materially delay consummation of the Offer or the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectand would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.5(b), the execution, delivery and performance by SPAC of this Agreement by Merger Sub do not, and the performance by Merger Sub other Transaction Agreements to which it is a party and (assuming approval of its obligations under this Agreement the SPAC Transaction Proposals from the SPAC Stockholders is obtained) the consummation of the transactions contemplated hereunder and thereunder do not and will not, : (i) conflict with or violate the certificate of incorporation or bylaws of Merger Sub, SPAC’s Organizational Documents; (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable Applicable Law to Merger Sub which SPAC is subject or by which any property or asset of its properties or assets SPAC is bound or affected, bound; or (iii) result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or materially impair its rights under, or give to others any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Encumbrance Permitted Lien) on any of the properties or assets of Merger Sub SPAC pursuant to, any noteSPAC Material Contracts, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation except to which Merger Sub is a party or by which Merger Sub or the extent that the occurrence of any of its properties or assets is bound or affected, except, the items described in the case of foregoing clauses (ii) and or (iii) abovewould not, for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Note Documents by Merger Sub each of the Buyer Parties do not, and the performance by Merger Sub of its each of the Buyer Parties’ obligations under this Agreement hereunder and thereunder will not, (i) conflict with or violate the organizational documents of Parent or the certificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in subsection (b) of this Section 4.4(b6.05 have been obtained and all filings and obligations described in subsection (b) belowof this Section 6.05 have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub any of the Buyer Parties, or by which any of its properties or assets is bound or affectedbound, or (iii) require any consent, notice or waiver under or result in any violation or breach of of, or constitute a default (or an event which which, with or without notice or lapse of time or both both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration acceleration, prepayment or cancellation of, or result in the creation of any Encumbrance a Lien or other encumbrance on any of the its properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Merger Sub it is a party or by which Merger Sub it or any of its properties or assets is bound or affectedany Permit affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub it from performing its obligations under this Agreement in any material respector the Note Documents.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, and the consummation of its obligations under this Agreement the Merger and the other transactions contemplated hereby by Parent and Merger Sub will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws By-laws of either Parent or Merger Sub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and other authorizations described in Section 4.4(b4.03(b) belowhave been obtained and that all filings and other actions described in Section 4.03(b) have been made or taken, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Parent or Merger Sub or by which any property or asset of its properties or assets either of them is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Parent or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of its properties or assets either of them is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not in the aggregate, prevent or materially delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectMerger.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Holdco and Merger Sub do not, and the performance of this Agreement by each of Holdco and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Holdco Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b6.05(b) belowhave been obtained and all filings and obligations described in Section 6.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of Holdco or Merger Sub or by which any of its properties their property or assets is bound or affected, affected or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of Holdco or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Holdco or Merger Sub is a party or by which each of Holdco or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any reasonably be expected to have a material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectadverse effect.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ Except as listed on Schedule 5.5 hereto, the execution and delivery of this Agreement by each of EXCEL and each Merger Sub Subsidiary do not, and the performance by Merger Sub of its obligations under this Agreement by each of EXCEL and each Merger Subsidiary will not, (i) violate or conflict with the Certificate of Incorporation or violate the certificate Bylaws of incorporation or bylaws of Merger SubEXCEL, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, court order, judgment or decree applicable to Merger Sub EXCEL or any of its Subsidiaries or by which any of its properties or assets their respective property is bound or affected, (iii) violate or conflict with the Articles or Certificate of Incorporation or Bylaws (or comparable governing documents) of any of EXCEL's Subsidiaries, or (iiiiv) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration termination or cancellation of, or result in the creation of any Encumbrance a lien or encumbrance on any of the properties or assets of Merger Sub EXCEL or any of its Subsidiaries pursuant to, result in the loss of any notematerial benefit under, bondor require the consent of any other party to, mortgage, indenture, any contract, agreement, lease, licenseinstrument, permit, license or franchise or other instrument or obligation to which Merger Sub EXCEL or any of its Subsidiaries is a party or by which Merger Sub EXCEL, any of such Subsidiaries or any of its properties or assets their respective property is bound or affected, affected except, in the case of clauses (ii) and ), (iii) or (iv) above, for any such conflicts, violations, breaches, defaults defaults, results or other alterations consents which, individually or occurrences that in the aggregate, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecthave a Material Adverse Effect on EXCEL.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each of HoldCo and Merger Sub 2 of this Agreement by Merger Sub do and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by HoldCo and Merger Sub of its obligations under this Agreement 2 will not, (i) conflict with or violate the certificate of incorporation HoldCo Organizational Documents or bylaws the Governing Documents of Merger SubSub 2, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b6.5(b) belowhave been obtained and all filings and obligations described in Section 6.5(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to HoldCo or Merger Sub 2 or by which any of its properties their respective property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties HoldCo or assets of Merger Sub 2 pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of HoldCo or Merger Sub 2 is a party or by which HoldCo or Merger Sub 2 or any of its properties their respective property or assets is bound or affectedbound, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent or delay consummation of the Merger in any material respecthave, or otherwise prevent would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of HoldCo or Merger Sub from performing its 2 to enter into and perform their obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do 1 of this Agreement, the Plan of Merger and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement, the Plan of Merger and each such Ancillary Agreement by Merger Sub of its obligations under this Agreement 1 will not, (i) conflict with or violate the certificate of incorporation or bylaws Governing Documents of Merger SubSub 1, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b7.5(b) belowhave been obtained and all filings and obligations described in Section 7.5(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to Merger Sub 1 or by which any of its properties property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any of the properties property or assets asset of Merger Sub 1 pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub 1 is a party or by which Merger Sub 1 or any of its properties property or assets is bound or affectedbound, except, in the case of with respect to clauses (iii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent or delay consummation of the Merger in any material respecthave, or otherwise prevent would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Merger Sub from performing 1 to enter into and perform its obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub each of the Buyer Parties do not, and the performance by Merger Sub of its each of the Buyer Parties’ obligations under this Agreement hereunder will not, (i) conflict with or violate the certificate articles of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in subsection (b) of this Section 4.4(b5.04 have been obtained and all filings and obligations described in subsection (b) belowof this Section 5.04 have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub any of the Buyer Parties, or by which any of its properties or assets is bound or affectedbound, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien or other encumbrance on any of the its properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub it is a party or by which Merger Sub it or any of its properties or assets is bound or affectedbound, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub it from performing its obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do SST IV does not, and the performance by Merger Sub of this Agreement and its obligations under this Agreement hereunder will not, (i) conflict with or violate assuming receipt of the certificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.4(b) belowStockholder Approvals, conflict with or violate any lawprovision of (A) the SST IV Governing Documents or (B) any equivalent organizational or governing documents of any other SST IV Subsidiary, statute(ii) assuming (solely with respect to performance of this Agreement) compliance with the matters referred to in Section 4.3(b), ordinance, rule, regulation, order, judgment conflict with or decree violate any Law or Environmental Permit applicable to Merger Sub SST IV or any SST IV Subsidiary or by which any property or asset of its properties SST IV or assets any SST IV Subsidiary 18 is bound or affectedbound, or (iii) result in any breach of with or constitute a default (or an event which with notice or without notice, lapse of time or both would become both, constitute or result in a default) breach or violation of, or a default under, or give rise to others any rights Lien, acceleration of remedies, right of termination, amendmentpurchase, acceleration first offer or cancellation offorced sale under, any Contract of SST IV or result in the creation of any Encumbrance on SST IV Subsidiary or related to any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedtheir respective properties, except, in the case of as to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other alterations occurrences which, individually or occurrences that in the aggregate, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SST IV Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation or bylaws by-laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b) have been obtained and all filings and obligations described in Section 4.05(b) have been made and, subject to compliance with obtaining approval of the requirements set forth in Section 4.4(b) belowstockholders, if required, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of its properties or assets either of them is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Parent or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of its properties or assets either of them is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent or materially delay consummation of the Merger in any material respect, or otherwise prevent Parent and Merger Sub from performing its any of their material obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub Acquiror do not, and the performance by Merger Sub Acquiror of its obligations under this Agreement will not, (i) conflict with or violate violate, result in a breach of, constitute a default under, or the certificate of incorporation or bylaws of Merger SubAcquiror, (ii) subject to compliance with the requirements set forth in Section 4.4(b5.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub Acquiror or by which any of its properties or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any an Encumbrance on any of the properties or assets of Merger Sub Acquiror pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permitPermit, franchise or other instrument or obligation to which Merger Sub Acquiror is a party or by which Merger Sub Acquiror or any of its properties or assets is bound or affected, except, in the case of clauses (ii) and (iii) above, above for any such conflicts, violations, breaches, defaults or other alterations defaults, accelerations or occurrences that in the aggregate would not and would not reasonably be expected to prevent or delay the consummation of the Merger Merger, delay the same in any material respect, or otherwise prevent Merger Sub Acquiror from performing its obligations under this Agreement in any or have a material respectadverse effect on the business, assets or financial condition of Acquiror and its Subsidiaries taken as a whole (an “Acquiror Material Adverse Effect”).

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do not, and the performance by Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Merger Sub or by which any of its properties or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affected, except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that (A) would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect, and (B) have not had and would not be reasonably likely to have a Material Adverse Effect on Merger Sub or the Surviving Corporation.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub the Company do not, and the performance by Merger Sub of its obligations under this Agreement by the Company will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws By-Laws of Merger Subthe Company or Subsidiary, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree decree, including, such as protect human health (collectively, as used in this Section 4.05, Section 4.07 and Section 5.05, "LAWS"), applicable to Merger Sub the Company or Subsidiary or by which any of its their respective properties or assets is bound or affectedsubject to, or (iii) except as set forth in Section 4.05 of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Encumbrance on a lien or encumbrance on, any of the properties or assets of Merger Sub the Company or Subsidiary pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub the Company or Subsidiary is a party or by which Merger Sub the Company or Subsidiary or any of its their respective properties or assets is bound or affectedsubject to, except, in the case of clauses (ii) and (iii) above, except for any such conflictsbreach, violationsdefault, breachesevent, defaults right of termination, amendment, acceleration or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respectcancellation, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect.payment obligation 8

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub each of the SOR Parties do not, and the performance by Merger Sub of this Agreement and its obligations under this Agreement hereunder will not, not (i) conflict with or violate any provision of (A) the certificate SOR Governing Documents or the Merger Sub Governing Documents or (B) any equivalent organizational or governing documents of incorporation or bylaws of Merger Subany SOR Subsidiary, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub SOR or any SOR Subsidiary or by which any property or asset of its properties SOR or assets any SOR Subsidiary is bound or affectedbound, or (iii) except as contemplated by Section 5.3(b), require any consent or approval under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of SOR or any SOR Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights other Person any right of termination, amendment, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of any Encumbrance a Lien on any property or asset of the properties SOR or assets of Merger Sub any SOR Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Contract or other instrument or obligation Permit to which Merger Sub SOR or any SOR Subsidiary is a party or by which Merger Sub or any of its properties or assets is bound or affectedparty, except, in the case of as to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other alterations occurrences which, individually or occurrences that in the aggregate, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SOR Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of SPAC and Merger Sub do not, and the performance of this Agreement by each of SPAC and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation SPAC Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to each of SPAC or Merger Sub or by which any of its their properties or assets is are bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of SPAC or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of SPAC or Merger Sub is a party or by which each of SPAC or Merger Sub or any of its their properties or assets is are bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which, individually or occurrences that in the aggregate, have not had and would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do not, and the performance by Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.4(b5.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Merger Sub or by which any of its properties or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affected, except, in the case of clauses (ii) and (iii) above, above for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do not, and the performance by Merger Sub of its obligations under this Agreement will not, (i) conflict with or, result in a breach of, constitute a default under, or violate the certificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub or by which any of its properties or assets is bound or affectedbound, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permitPermit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedbound, except, in the case of clauses (ii) and (iii) above, above for any such conflicts, violations, breaches, defaults or other alterations defaults, accelerations or occurrences that would not prevent or delay the consummation of the Merger or delay same in any material respect, respect or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each of Parent and Purchaser of this Agreement by Merger Sub do not, and the performance by Merger Sub each of its obligations under Parent and Purchaser of this Agreement will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws Bylaws of Merger SubParent or Purchaser, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b6.5(b) belowhave been obtained or taken and all filings and obligations described in Section 6.5(b) have been made or fulfilled, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub Parent or any of its Subsidiaries or by which any property or asset of its properties Parent or assets any such Subsidiary is bound or affected, or (iii) except as set forth in Section 6.5(a) of the Parent Disclosure Schedule, result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Parent or assets of Merger Sub Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedobligation, except, in the case of clauses (ii) and with respect to clause (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not prevent or delay consummation of in the Merger in any material respectaggregate, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectbe reasonably likely to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub the Company do not, and the performance by Merger Sub the Company of its obligations under this Agreement and the consummation by the Company of the transactions contemplated by this Agreement will not, directly or indirectly, (i) conflict with or violate the certificate Amended and Restated Certificate of incorporation Incorporation or bylaws Amended and Restated Bylaws (or equivalent organizational documents) of Merger Sub(A) the Company or (B) any of its Subsidiaries, (ii) subject to compliance with assuming the requirements set forth consents, approvals and authorizations specified in Section 4.4(b4.5(b) belowhave been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its properties or assets Subsidiaries is bound or affected, or (iii) result in any breach of of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than any Encumbrance on Permitted Lien, upon any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub the Company or any of its properties Subsidiaries or assets under any Contract to which the Company or any of its Subsidiaries is bound or affecteda party, exceptother than, in the case of clauses (ii) and (iii) above), for any such conflictsviolation, violationsconflict, breachesdefault, defaults termination, cancellation, acceleration or other alterations or occurrences Lien that would not prevent have, individually or delay consummation of in the Merger in any material respectaggregate, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecta Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub Parent and MergerSub do not, and the performance by Merger Sub of its Parent and MergerSub’s obligations under this Agreement hereunder will not, (i) conflict with or violate the certificate operating agreement of incorporation Parent or bylaws the operating agreement of Merger SubMergerSub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in subsection (b) of this Section 4.4(b5.04 have been obtained and all filings and obligations described in subsection (b) belowof this Section 5.04 have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub Parent or MergerSub, or by which any of its properties or assets is bound or affectedbound, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien or other encumbrance on any of the its properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub it is a party or by which Merger Sub it or any of its properties or assets is bound or affectedbound, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub it from performing its obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub Autoliv do not, and the performance by Merger Sub of its obligations under this Agreement by Autoliv will not, (i) conflict with or violate any provision of the certificate Articles of incorporation Association or bylaws other corporate organizational documents of Merger SubAutoliv or any equivalent organizational documents of any subsidiary of Autoliv, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.5(b) belowhave been obtained and all filings and obligations described in Section 5.5(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub Autoliv or any subsidiary of Autoliv or by which any property or asset of its properties Autoliv or assets any subsidiary of Autoliv is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Autoliv or assets any subsidiary of Merger Sub Autoliv pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedobligation, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults defaults, or other alterations occurrences which would neither, individually or occurrences that would not in the aggregate, (A) have an Autoliv Material Adverse Effect nor (B) prevent or materially delay consummation the performance of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectby Autoliv.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub of its obligations under this Agreement will not, and the consummation of the Merger by Parent and Merger Sub will not (i) conflict with or violate the certificate of incorporation or bylaws by-laws of Parent or the articles of incorporation or regulations of Merger Sub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and other authorizations described in Section 4.4(b5.03(b) belowhave been obtained and that all filings and other actions described in Section 5.03(b) have been made or taken, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Parent or Merger Sub or by which any property or asset of its properties or assets either of them is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which that, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties Parent or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of its properties or assets either of them is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent not, individually or in the aggregate, prohibit or materially delay consummation of the Merger in any material respect, or otherwise prevent Parent or Merger Sub from performing its obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by Holdings and Merger Sub do not, not and the performance by Merger Sub of its obligations under this Agreement will not, not (i) conflict with or violate the certificate respective certificates of incorporation or bylaws of Holdings or Merger Sub, (ii) subject to compliance with the requirements set forth 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 Section 4.4(b) belowsuch clauses have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment Law or decree Order applicable to Holdings or Merger Sub or by which either of them or any of its their respective assets, rights or properties or assets is are bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) or result in the loss of a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of any Encumbrance on any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contracts to which Holdings or Merger Sub is a party or by which Holdings or Merger Sub or any of its their respective assets, rights or properties or assets is are bound or affected, except, in the case of clauses (ii) and (iii) above), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other alterations or occurrences that occurrence which would not prevent prevent, materially delay or delay materially impede the consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecttransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Merger Sub of this Agreement by Merger Sub do and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger SubSub (as the case may be), (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in this Section 4.4(b) below5.06 have been obtained and all filings and obligations described in this Section 5.06 have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to Merger Sub or by which any of its properties property or assets is are bound or affected, affected or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any of the properties property or assets asset of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SMX Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Mobix and Merger Sub do not, and the performance of this Agreement by each of Mobix and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Mobix Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of Mobix or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of Mobix or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Mobix or Merger Sub is a party or by which each of Mobix or Merger Sub or any of its their properties or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have an Mobix Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub Acquiror do not, and the performance by Merger Sub Acquiror of its obligations under this Agreement will not, subject to compliance with the requirements set forth in Section 5.4(b) below, (i) conflict with or violate the certificate of incorporation or bylaws of Merger SubAcquiror, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Merger Sub Acquiror or by which any of its properties or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any an Encumbrance on any of the properties or assets of Merger Sub Acquiror pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub Acquiror is a party or by which Merger Sub Acquiror or any of its properties or assets is bound or affected, except, in the case of clauses (ii) and (iii) above, above for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub Acquiror from performing its obligations under this Agreement in any material respect, and would not have an Acquiror Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Holdco and Merger Sub of this Agreement by Merger Sub do and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by Holdco and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Holdco Organizational Documents or bylaws of Merger SubSub Organizational Documents (as the case may be), (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to Holdco or Merger Sub or by which any of its properties their respective property or assets is bound or affected, affected or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties Holdco or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Holdco or Merger Sub is a party or by which Holdco or Merger Sub or any of its properties their respective property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any reasonably be expected to have a material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectadverse effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Foresight and Merger Sub do not, and the performance of this Agreement by Foresight and Merger Sub of its obligations under this Agreement will not, : (i) conflict with or violate the certificate Organizational Documents of incorporation Foresight or bylaws of Merger Sub, ; (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b4.05(b) belowhave been obtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Foresight or Merger Sub or by which any of its properties their property or assets is bound or affected, ; or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Foresight or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which binding on Foresight or Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedSub, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Foresight Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub Acquiror do not, and the performance by Merger Sub Acquiror of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger SubAcquiror, (ii) subject to compliance with the requirements set forth in Section 4.4(b5.3(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Merger Sub Acquiror or by which any of its properties or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any an Encumbrance on any of the properties or assets of Merger Sub Acquiror pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub Acquiror is a party or by which Merger Sub Acquiror or any of its properties or assets is bound or affected, except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would which, individually or in the aggregate, are not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably expected to have an Acquiror Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub do does not, and the performance of this Agreement and the transactions contemplated hereby by each of Parent and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, court order, judgment or decree applicable to Parent or Merger Sub or by which any of its their respective properties or assets is bound or affected, (ii) violate or conflict with the articles of incorporation or bylaws or other organizational documents of Parent or Merger Sub, or (iii) result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration termination or cancellation of, or result in the creation of any Encumbrance a lien or encumbrance on any of the properties property or assets of any of Parent or Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, licenseinstrument, permit, license or franchise or other instrument or obligation to which any of Parent or Merger Sub is a party or by which any of Parent or Merger Sub or any of its properties their respective property or assets is bound or affected, except, in the case of clauses (i), (ii) and (iii) above, for any such conflicts, violations, breaches, defaults defaults, losses or other alterations liens which, individually or occurrences that in the aggregate, would not reasonably be expected to prevent or materially delay the consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under transactions contemplated by this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of GAMC and Merger Sub do not, and the performance of this Agreement by each of GAMC and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation GAMC Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of GAMC or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of GAMC or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of GAMC or Merger Sub is a party or by which each of GAMC or Merger Sub or any of its their properties or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have an GAMC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of SPAC and Merger Sub do not, and the performance by Merger Sub of its obligations under this Agreement by each of SPAC and Merger Sub, subject to approval by the majority of the outstanding shares of SPAC Common Stock, will not, not (i) conflict with or violate the certificate of incorporation SPAC Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of SPAC or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of SPAC or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of SPAC or Merger Sub is a party or by which each of SPAC or Merger Sub or any of its their properties or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have an SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do not, and the performance by Merger Sub consummation of its obligations under this Agreement the transactions contemplated hereby will not, (i) conflict with or violate the certificate of incorporation or bylaws by-laws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Merger Sub or by which any of its properties or assets is are bound or affected, or (iii) result in any breach of or constitute a default (or an event which which, with notice or notice, lapse of time or both both, would become a default) under, result in the loss of a material benefit under or give to others any rights right of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or any other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affected, except, except in the case of clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which (x) would not prevent or delay consummation of the Merger in any material respect, respect or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect, or (y) would not, individually or in the aggregate, have a Merger Sub Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub the Company do not, and the performance by Merger Sub of its obligations under this Agreement by the Company will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws By-laws or equivalent organizational documents of Merger Subthe Company or any Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b4.05(b) belowhave been obtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate any statute, law, statute, ordinance, regulation, rule, regulationcode, executive order, judgment injunction, judgment, decree or decree other order ("Law") applicable to Merger Sub the Company or any Subsidiary or by which any property or asset of its properties the Company or assets any Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or or, except as set forth in Section 4.05(a) of the Disclosure Schedule, give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Company or assets of Merger Sub any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedobligation, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults conflicts or other alterations or occurrences that violations which would not prevent or materially delay consummation of the Offer or the Merger in any material respect, or otherwise prevent Merger Sub or materially delay the Company from performing its obligations under this Agreement in any material respectand would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of LOKB and Merger Sub do not, and the performance of this Agreement by each of LOKB and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation LOKB Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b6.05(b) belowhave been obtained and all filings and obligations described in Section 6.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to LOKB or Merger Sub or by which any of its their properties or assets is are bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties LOKB or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which LOKB or Merger Sub is a party or by which LOKB or Merger Sub or any of its their properties or assets is are bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which, individually or occurrences that in the aggregate, have not had and would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a LOKB Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as listed on Schedule 5.5 hereto, the execution and delivery of this Agreement by each of the Company and each Merger Sub do Subsidiary does not, and the performance by Merger Sub of its obligations under this Agreement by each of the Company and each Merger Subsidiary will not, (i) violate or conflict with the Certificate of Incorporation or violate Bylaws of the certificate of incorporation or bylaws of Merger SubCompany, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, court order, judgment or decree applicable to Merger Sub the Company or any of its Subsidiaries or by which any of its properties or assets their respective property is bound or affected, (iii) violate or conflict with the Articles or Certificate of Incorporation or Bylaws (or comparable governing documents) of any of the Company’s Subsidiaries, or (iiiiv) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration termination or cancellation of, or result in the creation of any Encumbrance a lien or Table of Contents encumbrance on any of the properties or assets of Merger Sub the Company or any of its Subsidiaries pursuant to, result in the loss of any notematerial benefit under, bondor require the consent of any other party to, mortgage, indenture, any contract, agreement, lease, licenseinstrument, permit, license or franchise or other instrument or obligation to which Merger Sub the Company or any of its Subsidiaries is a party or by which Merger Sub the Company, any of such Subsidiaries or any of its properties or assets their respective property is bound or affected, affected except, in the case of clauses (ii) and ), (iii) or (iv) above, for any such conflicts, violations, breaches, defaults defaults, results or other alterations consents which, individually or occurrences that in the aggregate, would not prevent or delay consummation of have a Material Adverse Effect on the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectCompany.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of InterPrivate and Merger Sub do not, and the performance of this Agreement by each of InterPrivate and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation InterPrivate Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of InterPrivate or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of InterPrivate or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of InterPrivate or Merger Sub is a party or by which each of InterPrivate or Merger Sub or any of its their properties or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have an InterPrivate Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of SPAC and Merger Sub do not, and the performance of this Agreement by each of SPAC and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation SPAC Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b6.04 have been obtained and all filings and obligations described in Section 6.05(b) belowhave been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of SPAC or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of SPAC or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of SPAC or Merger Sub is a party or by which each of SPAC or Merger Sub or any of its their properties or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have an SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do not, and the performance by Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Merger Sub or by which any of its properties or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affected, except, in the case of clauses (ii) and (iii) above, above for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do not, and the performance by Merger Sub of its obligations under this Agreement will not, (i) conflict with or, result in a breach of, constitute a default under, or violate the certificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub or by which any of its properties or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permitPermit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedbound, except, in the case of clauses (ii) and (iii) above, above for any such conflicts, violations, breaches, defaults or other alterations defaults, accelerations or occurrences that would not prevent or delay the consummation of the Merger or delay same in any material respect, respect or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of BAC and Merger Sub do not, and the performance of this Agreement by each of BAC and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation BAC Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of BAC or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation cancelation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of BAC or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of BAC or Merger Sub is a party or by which each of BAC or Merger Sub or any of its their properties or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have an BAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 3.4(a) of the Parent Disclosure Schedule, the execution, delivery and delivery performance of this Agreement by Merger Parent and Sub do not, not and the performance by Merger Sub of its obligations under this Agreement will not, : (i) conflict with or violate the certificate respective certificates of incorporation or bylaws by-laws of Merger Parent or Sub; (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i), (ii) subject to compliance with the requirements set forth and (iii) of subsection (b) below have been obtained and all filings described in Section 4.4(b) belowsuch clauses have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree of any governmental authority applicable to Merger Parent or Sub or by which either of them or any of its their respective properties or assets is are bound or affected, ; 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 could become a default) or result in the loss of a material benefit under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or encumbrance on any of the properties property or assets of Merger Parent or Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Parent or Sub is a party or by which Merger Parent or Sub or any of its their respective properties or assets is are bound or affected, except, in the case of clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectto have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents by Merger Sub the Company or New WCG, as applicable, do not, and the performance consummation by Merger Sub the Company and New WCG of its obligations under this Agreement the transactions contemplated hereby and thereby will not, (i) conflict with or violate the certificate articles of incorporation or bylaws or equivalent organizational documents of Merger Subthe Company or any of its Subsidiaries or New WCG, as applicable (as they may be amended or adopted pursuant to the Chapter 11 Plan, as applicable), (ii) subject to compliance with the requirements set forth in Section 4.4(b) belowentry of the Confirmation Order and the occurrence of the Effective Date, conflict with or violate any law, domestic or foreign statute, ordinance, rule, regulation, regulation or other legal requirement ("Law") or order, judgment judgment, injunction or decree ("Order") applicable to Merger Sub the Company or any of its Subsidiaries or New WCG or by which any property or asset of the Company or any of its properties Subsidiaries is (or assets is New WCG will be) bound or affected, affected or (iii) result in any breach subject to the entry of the Confirmation Order and the occurrence of the Effective Date and the implementation of the transactions contemplated by the Chapter 11 Plan, conflict with or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, violate or result in the creation of a breach or default under any Encumbrance on any of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise agreement or other instrument or obligation to which Merger Sub is a party or by which Merger Sub binding upon the Company or any of its properties Subsidiaries or assets is bound or affectedNew WCG, except, in the case of clauses (ii) and (iii) above), for any such conflicts, violations, breachesbreaches or defaults that, defaults individually or other alterations or occurrences that in the aggregate, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecthave a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub Parent and Purchaser do not, and the performance by Merger Sub of its obligations under this Agreement by Parent and Purchaser will not, and the consummation of the Transactions by Parent and Purchaser will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws By-laws of Merger Subeither Parent or Purchaser, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and other authorizations described in Section 4.4(b5.03(b) belowhave been obtained and that all filings and other actions described in Section 5.03(b) have been made or taken, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub Parent or Purchaser or by which any property or asset of its properties or assets either of them is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Parent or assets of Merger Sub Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub Parent or Purchaser is a party or by which Merger Sub Parent or Purchaser or any property or asset of its properties or assets either of them is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not in the aggregate, prevent or materially delay consummation of any of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectTransactions.

No Conflict; Required Filings and Consents. (a) The Assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 5.05b) have been obtained and all filings and obligations described in Section 5.05b) have been made, the execution and delivery of this Agreement by each of Novus and Merger Sub do not, and the performance of this Agreement by each of Novus and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Novus Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of Novus or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of Novus or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Novus or Merger Sub is a party or by which each of Novus or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Novus Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company does not and, subject to receipt of the filing of the Certificate of First Blocker Merger, the Certificate of Second Blocker Merger, the Certificate of First Company Merger Sub do not, and the Certificate of Second Company Merger, in each case, with the Secretary of State of the State of Delaware in accordance with the DLLC Act with respect to the Company and the receipt of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.05(b), the performance by Merger Sub of its obligations under this Agreement by the Company will not, not (i) conflict with or violate the certificate Company Organizational Documents (in the case of incorporation the Company) or bylaws equivalent organizational documents (in the case of Merger Subthe Company Subsidiaries), (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any United States or non-United States statute, law, statute, ordinance, regulation, rule, regulationcode, executive order, judgment injunction, judgment, decree or decree other order (“Law”) applicable to Merger Sub the Company or any Company Subsidiary or by which any property or asset of its properties the Company or assets any Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, result in any material payment or penalty under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Encumbrance Permitted Lien) on any material property or asset of the properties Company or assets of Merger Sub any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedMaterial Contract, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respect.reasonably be expected to have a Company Material Adverse Effect

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Note Documents by Merger Sub each of the Buyer Parties do not, and the performance by Merger Sub of its each of the Buyer Parties’ obligations under this Agreement hereunder and thereunder will not, (i) conflict with or violate the organizational documents of Parent or the certificate of incorporation or bylaws of Merger Sub, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in subsection (b) of this Section 4.4(b6.04 have been obtained and all filings and obligations described in subsection (b) belowof this Section 6.04 have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub any of the Buyer Parties, or by which any of its properties or assets is bound or affectedbound, or (iii) require any consent, notice or waiver under or result in any violation or breach of of, or constitute a default (or an event which which, with or without notice or lapse of time or both both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration acceleration, prepayment or cancellation of, or result in the creation of any Encumbrance a Lien or other encumbrance on any of the its properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Merger Sub it is a party or by which Merger Sub it or any of its properties or assets is bound or affectedany Permit affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub it from performing its obligations under this Agreement in any material respector the Note Documents.

No Conflict; Required Filings and Consents. (a) The Subject to obtaining the requisite consent of the SPAC Stockholders to approve the SPAC Proposals, the execution and delivery by SPAC of this Agreement by Merger Sub do and each Ancillary Agreement to which it is a party does not, and the performance by Merger Sub of its obligations under this Agreement and each such Ancillary Agreement by SPAC will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger SubSPAC Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to Merger Sub SPAC or by which any of its properties property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties or assets of Merger Sub SPAC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub SPAC is a party or by which Merger Sub SPAC or any of its properties property or assets is bound or affected, except, in the each case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that as would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecthave a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Spartan and Merger Sub do not, and the performance of this Agreement by each of Spartan and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Spartan Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to each of Spartan or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of Spartan or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Spartan or Merger Sub is a party or by which each of Spartan or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Spartan Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by Merger Sub do and each Ancillary Agreement to which it is a party does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL or the 1915 Law and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.05(b), the performance by Merger Sub of its obligations under this Agreement and each such Ancillary Agreement by the Company will not, not (i) conflict with or violate the memorandum of association, articles of association, registration statement, certificate of incorporation or bylaws by-laws or any equivalent organizational documents of Merger Subthe Company or any Company Subsidiary, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any lawUnited States or non-United States constitution, treaty, convention, statute, law, common law principle, ordinance, regulation, rule, regulationcode, executive order, judgment injunction, judgment, decree or decree other order (“Law”) applicable to Merger Sub the Company or any Company Subsidiary or by which any property or asset of its properties the Company or assets any Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Encumbrance Permitted Lien) on any property or asset of the properties Company or assets of Merger Sub any Company Subsidiary pursuant to, any noteMaterial Contract, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affected, except, in the case of clauses (ii) and (iii) above, except for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecthave a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do the Company does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DLLCA and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.05(a) of the Company Disclosure Schedule, , including the Written Consent, being made, obtained or given, the performance by Merger Sub of its obligations under this Agreement by the Company will not, not (i) conflict with or violate the certificate of incorporation formation or bylaws limited liability company agreement or any equivalent organizational documents of Merger Subthe Company or any Company Subsidiary, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any statute, law, statute, ordinance, regulation, rule, regulationcode, executive order, judgment injunction, judgment, decree or decree other order, in each case, of any Governmental Authority (“Law”) applicable to Merger Sub the Company or any Company Subsidiary or by which any property or asset of its properties the Company or assets any Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Encumbrance Permitted Lien) on any material property or asset of the properties Company or assets of Merger Sub any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedMaterial Contract, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectwould not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Ancillary Agreements by Merger Sub each of SPAC and Newco do not, and the consummation of the Transactions and the performance by Merger Sub of its obligations under this Agreement will by each of SPAC and Newco shall not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger SubSPAC’s and Newco’s Governing Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to Merger Sub each of SPAC or Newco or by which any of its properties their property or assets is bound or affected, affected or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of SPAC or assets of Merger Sub Newco pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub each of SPAC or Newco is a party or by which Merger Sub each of SPAC or Newco or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not in the aggregate, prevent or materially delay consummation of any of the Merger in any material respect, Transactions or otherwise prevent Merger Sub SPAC or Newco from performing its material obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of DCRB and Merger Sub do not, and the performance of this Agreement by each of DCRB and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation DCRB Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to each of DCRB or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of DCRB or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of DCRB or Merger Sub is a party or by which each of DCRB or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a DCRB Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 5.03(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by Merger Sub do Holdings does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DCGL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 5.03(b), the performance by Merger Sub of its obligations under this Agreement by Holdings will not, not (i) conflict with or violate the certificate of incorporation formation or bylaws limited liability company agreement of Merger SubHoldings, as amended through the date hereof, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to Merger Sub Holdings or by which any of its properties property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties or assets of Merger Sub Holdings pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub Holdings is a party or by which Merger Sub Holdings or any of its properties property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any reasonably be expected to have a material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectand adverse effect on Holdings.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of SPAC and Merger Sub do not, and the performance of this Agreement by each of SPAC and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation SPAC Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to each of SPAC and Merger Sub or by which any of its their properties or assets is are bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties or assets each of SPAC and Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of SPAC and Merger Sub is a party or by which each of SPAC or Merger Sub or any of its their properties or assets is are bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which, individually or occurrences that in the aggregate, have not had and would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 4.5(b), the execution, delivery and performance by SPAC of this Agreement by Merger Sub or the other Transaction Agreements to which it is a party, nor (assuming approval of the SPAC Transaction Proposals from the SPAC Stockholders is obtained) the consummation of the transactions contemplated hereunder and thereunder do not, not and the performance by Merger Sub of its obligations under this Agreement will not, : (i) conflict with or violate the certificate of incorporation or bylaws of Merger Sub, SPAC’s Organizational Documents; (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable Applicable Law to Merger Sub which the SPAC is subject or by which any property or asset of its properties or assets the SPAC is bound or affected, bound; or (iii) violate any provision of or result in any breach of a breach, default or constitute acceleration of, or require a default (or an event which with notice or lapse of time or both would become a default) consent under, any SPAC Material Contract, or give to others terminate or result in the termination of any rights of termination, amendment, acceleration or cancellation ofSPAC Material Contract, or result in the creation of any Encumbrance on Lien under any SPAC Material Contract upon any of the properties or assets of Merger Sub pursuant toSPAC, or constitute an event which, after notice or lapse of time or both, would result in any notesuch violation, bondbreach, mortgagedefault, indentureacceleration, contract, agreement, lease, license, permit, franchise termination or other instrument or obligation to which Merger Sub is creation of a party or by which Merger Sub or any of its properties or assets is bound or affectedLien, except, with respect to any of the foregoing, as would not, individually or in the case of clauses (ii) and (iii) aboveaggregate, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of SPAC, Holdings and Merger Sub do not, and the performance of this Agreement by each of SPAC, Holdings and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation SPAC Constitutional Documents, Holdings Constitutional Documents or bylaws of the Merger SubSub Constitutional Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to each of SPAC, Holdings and Merger Sub or by which any of its their properties or assets is are bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties or assets each of SPAC, Holdings and Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of SPAC, Holdings and Merger Sub is a party or by which each of SPAC, Holdings or Merger Sub or any of its their properties or assets is are bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which, individually or occurrences that in the aggregate, have not had and would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of this Agreement by Merger Sub Parent and Purchaser do not, and the performance by Merger Sub of its obligations under this Agreement and the consummation of the Transactions by Parent and Purchaser will not, (i) conflict with or violate the certificate organizational documents of incorporation either Parent or bylaws of Merger SubPurchaser, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.03(b) belowhave --------------- been obtained and all filings and obligations described in Section 5.03(b) --------------- have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Merger Sub Parent or Purchaser or by which any property or asset of its properties or assets either of them is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Parent or assets of Merger Sub Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub Parent or Purchaser is a party or by which Merger Sub Parent or Purchaser or any property or asset of its properties or assets either of them is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent or materially delay consummation of the Merger in any material respect, Transactions or otherwise prevent Merger Sub Parent and Purchaser from performing its their material obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Seller of this Agreement by Merger Sub do does not, and the performance by Merger Sub of its obligations under this Agreement hereunder will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger Subits organizational documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(bsubsection (b) belowhave been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub it or by which any of its properties or assets is bound or affected, affected or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any of the its properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub it is a party or by which Merger Sub it or any of its properties or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger in any material respect, transactions contemplated by this Agreement or (2) otherwise prevent Merger Sub from performing or materially delay its performance of any of its material obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement by and the other Transaction Documents to which each of Parent and Merger Sub do is or will at the Closing be a party does not, and the performance of this Agreement by each of Parent and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Parent Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to each of Parent or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of Parent or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Parent or Merger Sub is a party or by which each of Parent or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not not, individually or in the aggregate, prevent or materially delay consummation of any of the Merger in any material respect, Transactions or otherwise prevent Parent or Merger Sub from performing its material obligations under this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (axxiv) The execution and delivery of this Agreement by Merger Sub Parent and Purchaser do not, and the performance by Merger Sub of its obligations under this Agreement by Parent and Purchaser will not, and the consummation of the Transactions by Parent and Purchaser will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws By-laws of Merger Subeither Parent or Purchaser, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and other authorizations described in Section 4.4(b5.03(b) belowhave been obtained and that all filings and other actions described in Section 5.03(b) have been made or taken, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub Parent or Purchaser or by which any property or asset of its properties or assets either of them is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Parent or assets of Merger Sub Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub Parent or Purchaser is a party or by which Merger Sub Parent or Purchaser or any property or asset of its properties or assets either of them is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not in the aggregate, prevent or materially delay consummation of any of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectTransactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Pensare and Merger Sub do not, and the performance of this Agreement by each of Pensare and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Pensare Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulationregulation or Order, order, judgment or decree applicable to each of Pensare or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of Pensare or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Pensare or Merger Sub is a party or by which each of Pensare or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Pensare Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Rxxx and Merger Sub do not, and the performance of this Agreement by each of Rxxx and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Rxxx Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to each of Rxxx or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of Rxxx or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Rxxx or Merger Sub is a party or by which each of Rxxx or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have an Rxxx Material Adverse Effect.

No Conflict; Required Filings and Consents. (ai) The Except as set forth in Section 5.02(d) of the Disclosure Letter, the execution and delivery by each of the Company and the Partnership of this Agreement by Merger Sub do does not, and the performance by Merger Sub of its obligations under this Agreement hereunder will not, (iA) subject to the receipt of the Shareholder Approval, conflict with or violate the certificate of incorporation or bylaws of Merger SubOrganizational Documents, (iiB) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.02(d) belowof the Disclosure Letter have been obtained and all filings and obligations described in Section 5.02(d) of the Disclosure Letter have been made, conflict with or violate any foreign or domestic statute, law, statute, ordinance, regulation, rule, regulationcode, executive order, judgment injunction, judgment, decree, writ or decree other order (“Law”) applicable to Merger Sub the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its properties or assets Subsidiaries is bound or affected, or (iiiC) result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien or other encumbrance on any property or asset of the properties Company or assets any of Merger Sub its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, undertaking, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is (each, a party or by which Merger Sub or any of its properties or assets is bound or affected“Contract”), except, in the case of with respect to clauses (iiB) and (iii) aboveC), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent not, individually or delay consummation of in the Merger in any material respectaggregate, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectbe reasonably expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Merger Sub the Company do not, and the performance by Merger Sub of its obligations under this Agreement and the Plan of Merger by the Company, and the consummation of the Merger, will not, (i) conflict with or violate the certificate memorandum and articles of incorporation association or bylaws other equivalent organizational documents of Merger Subthe Company or any of its Subsidiaries, (ii) subject to compliance with the requirements set forth assuming all consents, approvals, authorizations and other actions described in Section 4.4(b4.05(b) belowhave been obtained or taken and all filings and obligations described in Section 4.05(b) have been made or satisfied, and assuming receipt of the Company Shareholder Approval, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its properties or assets Subsidiaries is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit or release of source code under, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any an Encumbrance (other than Permitted Encumbrances) on any property or asset of the properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub Company or any of its properties Subsidiaries pursuant to any Contract or assets is bound or affectedCompany Permit, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults defaults, losses or other alterations or occurrences that which would not prevent reasonably be expected to have, individually or delay consummation of in the Merger in any material respectaggregate, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecta Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, the execution, delivery and delivery performance of this Agreement by Merger Sub do notthe Company, and the performance by consummation of the Offer, the Merger Sub of its obligations under this Agreement and the other transactions contemplated hereby do not and will not, not (i) breach, conflict with or violate the certificate of incorporation or bylaws or other equivalent organizational documents of Merger Sub, (x) the Company or (y) its subsidiaries; (ii) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations contemplated by Section 4.5(b) and Section 5.3(b) have been obtained and all filings described in Section 4.4(b) belowsuch clauses have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to Merger Sub the Company or any of its subsidiaries or by which its or any of its their respective properties or assets is are bound or affected, any License; 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) ), result in the loss of a benefit or require a consent under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of any Encumbrance a Lien (except a Permitted Lien) on any of the properties or assets of Merger Sub the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Contract or other instrument or obligation Lease to which Merger Sub the Company or any of its subsidiaries is a party or by which Merger Sub the Company or any of its subsidiaries or its or any of their respective properties or assets is bound or affectedare bound, except, in the case of clauses (i)(y) (solely with respect to immaterial subsidiaries of the Company), (ii) and (iii) above), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other alterations or occurrences occurrence that would not prevent not, individually or delay consummation of in the Merger in any material respectaggregate, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub each of the Buyer and Newco do not, and the performance by Merger Sub of its obligations under this Agreement by each of the Buyer and Newco will not, (i) conflict with or violate the certificate of incorporation Buyer Organizational Documents or bylaws of Merger Subthe Newco Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b6.5(b) belowhave been obtained and all filings and obligations described in Section 6.5(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub each of the Buyer or Newco or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of each of the properties Buyer or assets of Merger Sub Newco pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub each of the Buyer or Newco is a party or by which Merger Sub each of the Buyer or Newco or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Buyer Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Switchback and Merger Sub do not, and the performance of this Agreement by each of Switchback and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Switchback Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Switchback or Merger Sub or by which any of its their properties or assets is are bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties Switchback or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Switchback or Merger Sub is a party or by which Switchback or Merger Sub or any of its their properties or assets is are bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which, individually or occurrences that in the aggregate, have not had and would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Switchback Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Assuming the satisfaction of the conditions set forth in Article VI hereof, the execution and delivery of this Agreement by Merger Sub the Company do not, and the performance by Merger Sub of its obligations under this Agreement (including, without limitation, the consummation of the transactions contemplated hereunder) will not, (i) conflict with or violate the certificate Charter of incorporation Incorporation or bylaws of Merger SubBy-Laws, (ii) subject to compliance conflict with or violate the requirements set forth in Section 4.4(bcharters of incorporation or by-laws or equivalent organizational documents of any of the Company's Subsidiaries, (iii) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to Merger Sub the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries respective properties or assets is are bound or affected, or (iiiiv) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or encumbrance on any of the properties or assets of Merger Sub the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise insurance policy or other instrument or obligation to which Merger Sub is a party or by which Merger Sub the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or its or any of their respective properties or assets is are bound or affected, except, in the case of clauses (ii), (iii) and (iiiiv) above, for any such conflictsconflicts which would not, violationstaken as a whole, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecthave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as described on Exhibit A, the execution and delivery of this Agreement by Merger Sub do the Company does not, and the performance by Merger Sub of its obligations under this Agreement by the Company will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws By-laws of Merger Subthe Company, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b3.05(b) belowhave been obtained and all filings and obligations described in Section 3.05(b) have been made, to the best knowledge of the Company after inquiry, conflict with or violate any foreign or domestic law, statute, ordinance, rule, regulation, order, judgment or decree ("Law") applicable to Merger Sub the Company or by which any property or asset of its properties or assets the Company is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties or assets of Merger Sub Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedobligation, except, in the case of clauses (ii) and with respect to clause October 11, 2013 Occidental - Ballpark Agreement (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would have not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and that could not reasonably be expected to prevent or materially delay the consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under transactions contemplated by this Agreement in any material respectAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of DCRC and Merger Sub do not, and the performance of this Agreement by each of DCRC and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation DCRC Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to each of DCRC or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of DCRC or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of DCRC or Merger Sub is a party or by which each of DCRC or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a DCRC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.5(b), the execution, delivery and performance by SPAC of this Agreement by Merger Sub do not, and the performance by Merger Sub other Transaction Agreements to which it is a party and (assuming approval of its obligations under this Agreement the SPAC Transaction Proposals from the SPAC Stockholders is obtained) the consummation of the transactions contemplated hereunder and thereunder do not and will not, : (i) conflict with or violate the certificate of incorporation or bylaws of Merger Sub, SPAC’s Organizational Documents; (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable Applicable Law to Merger Sub which SPAC is subject or by which any property or asset of its properties or assets SPAC is bound or affected, bound; or (iii) result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or materially impair its rights under, or give to others any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Encumbrance Permitted Lien) on any of the properties or assets of Merger Sub SPAC pursuant to, any noteSPAC Material Contracts, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation except to which Merger Sub is a party or by which Merger Sub or the extent that the occurrence of any of its properties or assets is bound or affected, except, the items described in the case of foregoing clauses (ii) and or (iii) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Pensare and Merger Sub do not, and the performance of this Agreement by each of Pensare and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Pensare Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b6.05(b) belowhave been obtained and all filings and obligations described in Section 6.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of Pensare or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of Pensare or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Pensare or Merger Sub is a party or by which each of Pensare or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Pensare Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of NewCo and Merger Sub do does not, and the performance of this Agreement by each of NewCo and Merger Sub of its obligations under this Agreement will not, subject to receipt of the Merger Sub Stockholder Approval, (i) conflict with or violate the certificate of incorporation or bylaws of Merger SubNewCo Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b6.04(b) belowhave been obtained and all filings and obligations described in Section 6.04(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to each of NewCo or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of NewCo or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreementContract, lease, license, permit, franchise or other instrument or obligation to which each of NewCo or Merger Sub is a party or by which each of NewCo or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (iia(ii) and (iii) abovea)(iii), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the reasonably be expected to have a material adverse effect on NewCo and Merger in any material respectSub, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecttaken as a whole.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Holdco and Merger Sub of this Agreement by Merger Sub do and each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by Holdco and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Holdco Organizational Documents or bylaws of Merger SubSub Organizational Documents (as the case may be), (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b) belowhave been obtained and all filings and obligations described in have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to Holdco or Merger Sub or by which any of its properties their respective property or assets is bound or affected, affected or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties Holdco or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Holdco or Merger Sub is a party or by which Holdco or Merger Sub or any of its properties their respective property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any reasonably be expected to have a material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectadverse effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of SPAC and Merger Sub do not, and the performance of this Agreement by each of SPAC and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation SPAC Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b‎Section 5.05(b) belowhave been obtained and all filings and obligations described in ‎Section 5.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to each of SPAC or Merger Sub or by which any of its their properties or assets is are bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of SPAC or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of SPAC or Merger Sub is a party or by which each of SPAC or Merger Sub or any of its their properties or assets is are bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which, individually or occurrences that in the aggregate, have not had and would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Pace and each Merger Sub do not, and the performance of this Agreement by each of Pace and each Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation Pace Organizational Documents or bylaws of the applicable Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b7.04 and Section 7.05(b) belowhave been obtained and all filings and obligations described in Section 7.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to each of Pace or each Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of Pace or assets of each Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Pace or each Merger Sub is a party or by which each of Pace or each Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Pace Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger each of SPAC and SPAC Sub do not, and the performance by Merger Sub of its obligations under this Agreement by each of SPAC and SPAC Sub will not, (i) conflict with or violate the certificate of incorporation SPAC Organizational Documents or bylaws of Merger Subthe SPAC Sub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b4.05(b) belowhave been obtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger each of SPAC or SPAC Sub or by which any of its properties their property or assets is bound or affectedbound, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of SPAC or assets of Merger SPAC Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger each of SPAC or SPAC Sub is a party or by which Merger each of SPAC or SPAC Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not reasonably be expected to individually or in the aggregate be material to SPAC or SPAC Sub, or prevent the consummation by SPAC or delay consummation SPAC Sub of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under transactions contemplated by this Agreement in any material respectand the Transaction Documents.

No Conflict; Required Filings and Consents. (a) The Subject to obtaining the requisite consent of the SPAC Shareholders to approve the SPAC Proposals, the execution and delivery by SPAC of this Agreement by Merger Sub do and each Ancillary Agreement to which it is a party does not, and the performance by Merger Sub of its obligations under this Agreement and each such Ancillary Agreement by SPAC will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger SubSPAC Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to Merger Sub SPAC or by which any of its properties property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties or assets of Merger Sub SPAC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub SPAC is a party or by which Merger Sub SPAC or any of its properties property or assets is bound or affected, except, in the case of with respect to clauses (iia)(ii) and (iiia)(iii) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecthave a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of this Agreement by Merger Sub the Company do not, and the performance by Merger Sub of its obligations under this Agreement by the Company will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws By-laws or equivalent organizational documents of Merger Subthe Company or any Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b4.05(b) belowhave been obtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate any statute, law, statute, ordinance, regulation, rule, regulationcode, executive order, judgment injunction, judgment, decree or decree other order ("Law") --- applicable to Merger Sub the Company or any Subsidiary or by which any property or asset of its properties the Company or assets any Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or or, except as set forth in Section 4.05(a) of the Disclosure Schedule, give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Company or assets of Merger Sub any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedobligation, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults conflicts or other alterations or occurrences that violations which would not prevent or materially delay consummation of the Offer or the Merger in any material respect, or otherwise prevent Merger Sub or materially delay the Company from performing its obligations under this Agreement in any material respectand would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by Merger Sub do notVector, and the performance consummation by Merger Sub Vector of its obligations under this Agreement the Vector Mergers and the other transactions contemplated hereby, do not and will not, : (i) conflict with or violate any provision of the certificate of incorporation incorporation, certificate of formation or bylaws of Merger Sub, any Vector Entity; (ii) subject to compliance with the requirements except as set forth in Section 4.4(b5.4(a) belowof the Vector Disclosure Schedule and assuming compliance with the matters set forth in Section 5.4(c), conflict with or violate result in any lawbreach or violation of, statuteor constitute a default under, ordinanceor give rise to any right of termination, ruleacceleration or other alteration in the rights under, regulation, order, judgment (A) any Vector Material Contract (other than any Vector Material Contract that is (I) not a Government Contract and (II) terminable without liability by either party thereto upon 90 days or decree applicable less notice) to Merger Sub which any Vector Entity is a party or by which any of its properties their respective properties, assets or assets is rights are bound or affected, or (B) any Permit applicable to any Vector Entity; (iii) result in violate any breach provision of Law applicable to any Vector Entity; or constitute a default (or an event which with notice or lapse of time or both would become a defaultiv) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on Lien upon any of the properties properties, assets or assets rights of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedVector Entity, except, in the case of clauses (ii), (iii) and (iiiiv) above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, alteration, Lien or other alterations or occurrences occurrence that would not prevent not, individually or delay consummation in the aggregate, constitute a Vector Material Adverse Effect and for any organizational conflicts of interest that may arise as a result of or following the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecttransactions contemplated by the Transaction Agreements.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and each of the Transaction Documents to which any of them is a party by Merger Sub each of the SPAC Parties do not, and the performance by Merger Sub of its obligations under this Agreement and the Transaction Documents by each of the SPAC Parties will not, (i) conflict with or violate the certificate of incorporation SPAC’s Organizational Documents, HoldCo’s Organizational Documents or bylaws of Merger Sub’s Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b6.05(b) belowhave been obtained and all filings and obligations described in Section 6.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub each of the SPAC Parties or by which any of its properties their property or assets is bound or affectedbound, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of each of the properties or assets of Merger Sub SPAC Parties pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub any SPAC Party is a party or by which Merger Sub any SPAC Party or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecthave a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do each of SPAC and AmalCo does not, and the performance of the Transactions by Merger Sub of its obligations under this Agreement SPAC and AmalCo will not, subject to receipt of the SPAC Shareholder Approval and the AmalCo Shareholder Approval, (i) conflict with or violate the certificate of incorporation SPAC Organizational Documents or bylaws of Merger Subthe AmalCo Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 4.4(b4.05(b) belowhave been obtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub SPAC or AmalCo or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties SPAC or assets of Merger Sub AmalCo pursuant to, any note, bond, mortgage, indenture, contract, agreementContract, lease, license, permit, franchise or other instrument or obligation to which Merger Sub SPAC or AmalCo is a party or by which Merger Sub SPAC or AmalCo or any of its properties asset or assets property is bound or affected, except, in the case of with respect to clauses (iia)(ii) and (iii) abovea)(iii), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by Merger Sub do not, and neither the performance by Merger Sub the Company of its obligations under this Agreement will notnor the consummation of the Transactions or the Information Restructuring will, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws Bylaws or any equivalent organizational documents of Merger Subthe Company or any of its Subsidiaries, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.5(b) belowhave been obtained or taken and all filings and obligations described in Section 5.5(b) have been made or fulfilled, conflict with or violate any United States or non-United States statute, law (including common law, statute), ordinance, regulation, rule, regulationcode, executive order, judgment injunction, judgment, decree or decree other order (“Law”) applicable to Merger Sub the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its properties or assets Subsidiaries is bound or affected, or (iii) except as set forth in Section 5.5(a) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Company or assets any of Merger Sub its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedobligation, except, in the case of clauses (ii) and with respect to clause (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not prevent or delay consummation of in the Merger in any material respectaggregate, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectbe reasonably likely to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by Merger Sub do not, and neither the performance by Merger Sub the Company of its obligations under this Agreement will notnor the consummation of the Transactions or the Information Restructuring will, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws Bylaws or any equivalent organizational documents of Merger Subthe Company or any of its Subsidiaries, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.5(b) belowhave been obtained or taken and all filings and obligations described in Section 5.5(b) have been made or fulfilled, conflict with or violate any United States or non-United States statute, law (including common law, statute), ordinance, regulation, rule, regulationcode, executive order, judgment injunction, judgment, decree or decree other order ("Law") applicable to Merger Sub the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its properties or assets Subsidiaries is bound or affected, or (iii) except as set forth in Section 5.5(a) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties Company or assets any of Merger Sub its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedobligation, except, in the case of clauses (ii) and with respect to clause (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not prevent or delay consummation of in the Merger in any material respectaggregate, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectbe reasonably likely to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of VectoIQ and Merger Sub do not, and the performance of this Agreement by each of VectoIQ and Merger Sub of its obligations under this Agreement will not, (i) conflict with or violate the certificate of incorporation VectoIQ Organizational Documents or bylaws of the Merger SubSub Organizational Documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b5.05(b) belowhave been obtained and all filings and obligations described in Section 5.05(b) have been made, conflict with or violate any law, statute, ordinanceLaw, rule, regulation, order, judgment or decree applicable to each of VectoIQ or Merger Sub or by which any of its properties their property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties each of VectoIQ or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of VectoIQ or Merger Sub is a party or by which each of VectoIQ or Merger Sub or any of its properties their property or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent have or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a VectoIQ Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Merger Sub do Umbrella and each of the other Transaction Documents does not, and the performance by Merger Sub of its obligations under this Agreement and each of the other Transaction Documents will not, (i) conflict with or violate the certificate organizational documents of incorporation or bylaws of Merger Sub, Umbrella; (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b7.04(b) belowhave been obtained and all filings and obligations described in Section 7.04(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub Umbrella or by which any of its properties property or assets is bound or affected, ; or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, any Indebtedness, or result in the creation of any Encumbrance a lien or other encumbrance on any property or asset of the properties or assets of Merger Sub Umbrella pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub is a party or by which Merger Sub or any of its properties or assets is bound or affectedbinding on Umbrella, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations or occurrences that which would not prevent or delay consummation of the Merger in any reasonably be expected to be material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectto Umbrella.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and each applicable ancillary agreement by Merger Sub the Company do not, and the performance by Merger Sub of its obligations under this Agreement and each applicable ancillary agreement by the Company will not, (i) conflict with or violate the certificate Articles of incorporation Incorporation or bylaws By-laws or any equivalent organizational documents of Merger Subthe Company or any Company Subsidiary, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(b3.05(b) belowhave been obtained and all filings and obligations described in Section 3.05(b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub the Company or any Company Subsidiary or by which any property or asset of its properties the Company or assets any Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any property or asset of the properties Company or assets of Merger Sub any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub the Company or any Company Subsidiary is a party or by which Merger Sub the Company or any Company Subsidiary or any of its their assets or properties or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not prevent or delay consummation of in the Merger in any material respectaggregate, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respectreasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (ai) The Except for the consent or waiver described in Section 13(a) of this First Amendment, the execution and delivery by iTurf and Merger Sub of this Agreement by Merger Sub First Amendment and the Ancillary Documents to which each is party do not, and the performance by iTurf and Merger Sub of its obligations under this Agreement First Amendment and the Ancillary Documents to which each is party will not, (i) conflict with or violate the certificate of incorporation or bylaws of iTurf or Merger Sub, (ii) subject to compliance with the requirements set forth in Section 4.4(b) below, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable to iTurf or Merger Sub or by which any of its their respective properties or assets is are bound or affected, affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or impair iTurf's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, of or result in the creation of any Encumbrance a Lien or encumbrance on any of the properties or assets of Merger Sub iTurf pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub iTurf is a party or by which Merger Sub iTurf or its or any of its properties or assets is are bound or affected, except, except in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences case that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Merger Sub from performing its obligations under this Agreement in any material respecthave an iTurf Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Purchaser of this Agreement by Merger Sub do does not, and the performance by Merger Sub of its obligations under this Agreement hereunder will not, (i) conflict with or violate the certificate of incorporation or bylaws of Merger Subits organizational documents, (ii) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 4.4(bsubsection (b) belowhave been obtained and all filings and obligations described in subsection (b) have been made, conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree Law applicable to Merger Sub it or by which any of its properties or assets is bound or affected, affected or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance a Lien on any of the its properties or assets of Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Merger Sub it is a party or by which Merger Sub it or any of its properties or assets is bound or affected, except, in the case of with respect to clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults or other alterations occurrences which would not, individually or occurrences that would not in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger in any material respect, transactions contemplated by this Agreement or (2) otherwise prevent Merger Sub from performing or materially delay its performance of any of its material obligations under this Agreement in any material respectAgreement.