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 and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event 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 result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub Co do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub Co and the consummation by each of Parent and Merger Co of the Merger will not, (i) conflict with or violate the memorandum and articles respective Charter Documents of association of either Parent or Merger SubCo, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to either Parent or Merger Sub Co or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of either Parent or Merger Sub Co pursuant to, to any Contract or obligation to which either Parent or Merger Sub Co is a party or by which either Parent or Merger Sub Co or any property of their respective properties or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay beyond the Expiration Date consummation of any of the Transactions by Merger or otherwise prevent or delay beyond the Expiration Date either Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their Co from performing its material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the consummation of the Merger and the other Transactions will not, not (i) conflict with or violate the memorandum and articles of association or equivalent organizational documents of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) 5.05(b), have been obtained or taken and all filings and obligations described in Section 4.03(b5.05(b) have been mademade or satisfied, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance an Encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or permit or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property of their respective assets or asset of either of them properties is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would which are not, individually or in the aggregate, reasonably likely to prevent or materially delay consummation impair the ability of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to consummate the ability of Parent Merger and Merger Sub to perform their material obligations under this Agreementthe other Transactions.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement and the Plan of Merger by Parent and Merger Sub do not, Ancillary Agreements to which it is a party and the performance consummation of this Agreement the transactions contemplated hereby and thereby and compliance by the Plan Company with any of Merger by Parent and Merger Sub the terms or provisions hereof or thereof, will not, not (i) conflict with or violate the memorandum and articles Constituent Documents of association the Company or any of either Parent or Merger Subits Subsidiaries, (ii) assuming that all consentsthe Governmental Approvals referred to in clauses (i), approvals, authorizations (iii) and other actions described in (iv) of Section 4.03(b3.04(b) have been are obtained and all filings and obligations described the filing in clause (ii) of Section 4.03(b3.04(b) have been is made, conflict with or violate any Law Law, judgment, writ or injunction of any Governmental Entity applicable to Parent the Company or Merger Sub any of its Subsidiaries or by which any property or asset of either the Company or any of them its Subsidiaries is bound or affected or affected, (iii) result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) or require a Consent under, result in the loss of a benefit under or give to others any rights right of termination, amendment, acceleration acceleration, payment or cancellation ofof or under any contract, or result in the creation of a Lien agreement, lease, license, permit, franchise or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract instrument or obligation to which Parent the Company or Merger Sub any of its Subsidiaries is a party or by which Parent or Merger Sub the Company or any property of its Subsidiaries or asset any of either of them their properties or assets is bound or affectedaffected or (iv) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, except, with respect to except in the case of clauses (ii) and ), (iii) or (iv), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent have or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise reasonably be materially adverse expected to the ability of Parent and Merger Sub to perform their material obligations under this Agreementhave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum Memorandum and articles Articles of association Association or other organizational documents of either Parent or Merger Subany Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(bSections 4.04 and 4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub any Parent Subsidiary or by which any property or asset of either of them Parent or any Parent Subsidiary is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub any Parent Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any Parent Subsidiary is a party or by which Parent or Merger Sub any Parent Subsidiary or any property of their properties or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions by or otherwise prevent or materially delay Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material from performing its obligations under this AgreementAgreement and could not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Parent and Merger Sub and the execution and delivery of the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the performance of the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent Organizational Documents or the Merger SubSub Organizational Documents, (ii) assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and other actions described in Section 4.03(b5.5(b) have been obtained and all filings and obligations described in Section 4.03(b5.5(b) have been made, conflict with or violate any Law applicable to each of Parent or Merger Sub or by which any of their property or asset of either of them assets is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of each of Parent or Merger Sub pursuant to, any Contract 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 their property or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually not have or in the aggregate, prevent or materially delay consummation of any of the Transactions by reasonably be expected to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will shall not, (i) conflict with or violate the memorandum and articles Parent Charter Documents, Bylaws or equivalent organizational documents of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b3.5(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madebelow, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which any property it or asset of either of them is their respective properties are bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or impair Parent's or any such subsidiary'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, or result in the creation of a Lien lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub any of its subsidiaries pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any property or asset of either of them is their respective properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect could not in the case of clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, ) individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise reasonably be materially adverse expected to the ability of Parent and Merger Sub to perform their material obligations under this Agreementhave a Material Adverse Effect on Parent.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, subject to obtaining the consents, approvals, Authorizations and permits and making the filings described in Section 5.6(b) of this Agreement and Section 5.6(b) of the Parent Disclosure Schedule, (i) conflict with or violate the memorandum and articles certificate of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either any of them is bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub or require the consent of any third party pursuant to, any Contract 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 either any of them is bound or affected, except, with respect to clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Material Adverse Effect on Parent or Merger Sub or otherwise be materially adverse to the ability of prevent Parent and Merger Sub to perform from performing their material respective obligations under this AgreementAgreement and consummating the Transactions.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the Plan of Merger consummation by Parent and Merger Sub do notof the transactions contemplated hereby, and the performance of this Agreement and the Plan of Merger nor compliance by Parent and Merger Sub with this Agreement, will not, (i) conflict with or violate any provision of the memorandum and articles of association of either Parent or Merger SubOrganizational Documents, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referenced in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been or made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or result filing with any third Person in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, accordance with any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them Parent or Merger Sub is bound or affected, exceptor result in the creation of a Lien, with respect to other than any Permitted Lien, upon any of the property or assets of Parent or Merger Sub, other than, in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences that as would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub Sub, do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, not (i) conflict with or violate the memorandum and articles respective certificates or certificate of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by clauses (i) through (vii) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties are bound or affected or (iii) (A) result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default), (B) 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 (C) result in the creation of a any Lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant tounder, any Contract or obligation Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedtheir respective properties are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences that occurrence which would not, or would not reasonably be expected to (A) materially delay consummating the transactions contemplated hereby on a timely basis or (B) individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger consummation by Parent and Merger Sub of the Merger and the other Transactions will not, constitute or result in (i) conflict with a breach or violate violation of, or a default under, the memorandum and articles of association association, or similar governing documents, of either Parent or Merger Sub, (ii) a breach or violation of, assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b5.05(b) have been obtained or taken and all filings and obligations described in Section 4.03(b5.05(b) have been mademade or satisfied, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event 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 result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant tois bound or affected, (iii) a default under any of the terms, conditions or provisions of any Contract or obligation to which Parent or Merger Sub is a party party, or by which an acceleration of Parent’s or Merger Sub’s obligations under any such Contract, or (iv) the creation of any Encumbrance on any properties or assets of Parent or Merger Sub or any property or asset of either of them is bound or affectedSub, except, with respect to clauses (ii) and in the case of clause (iii) or clause (iv), for any such conflictsdefault, violations, breaches, defaults acceleration or other occurrences that creation as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay consummation impair the ability of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to consummate the ability of Parent Merger and Merger Sub to perform their material obligations under this Agreementthe other Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation of either Parent or Merger Subthe Parent By-Laws or any equivalent organizational documents of any Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub any Parent Subsidiary or by which any property or asset of either of them Parent or any Parent Subsidiary is bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, 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 lien or other encumbrance on any property or asset of Parent or Merger Sub any Parent Subsidiary pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedContract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by not have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) Section 4.3.1 The execution and delivery of this Agreement and each Ancillary Agreement to which Parent or the Plan of Merger by Parent and Merger Sub Purchaser is a party do not, and the performance of this Agreement and the Plan of Merger thereof by Parent and Merger Sub the Purchaser will not, (iA) conflict with or violate any provision of the memorandum and articles Certificate of association Incorporation or Bylaws of either Parent or Merger Subthe Purchaser, (iiB) (assuming that all consents, approvals, authorizations and other actions permits described in Section 4.03(b) 4.3.2 have been obtained and all filings and obligations notifications described in Section 4.03(b) 4.3.2 have been made, made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or Merger Sub the Purchaser or any other subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of either of them Parent, the Purchaser or any Parent Subsidiary is bound or affected or (iiiC) result in any breach of, any loss of any benefit under or constitute a default (or an event that, 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 lien or other encumbrance on any property or asset of Parent, the Purchaser or any Parent or Merger Sub Subsidiary pursuant to, any Contract or obligation contract that is material to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementParent.

No Conflict; Required Filings and Consents. (a) Section 4.3.1 The execution and delivery of this Agreement and the Plan of Merger by each Ancillary Agreement to which Parent and or Merger Sub is a party do not, and the performance of this Agreement and the Plan of Merger thereof by Parent and Merger Sub will not, (iA) conflict with or violate any provision of the memorandum and articles Articles of association Incorporation or Bylaws of either Parent or Merger Sub, (iiB) assuming that all consents, approvals, authorizations and other actions permits described in Section 4.03(b) 4.3.2 have been obtained and all filings and obligations notifications described in Section 4.03(b) 4.3.2 have been mademade and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or Merger Sub or any other subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of either of them Parent, Merger Sub or any Parent Subsidiary is bound or affected or (iiiC) result in any breach of, or any loss of any benefit under, constitute a default (or an event that, 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 lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant toParent, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property Parent Subsidiary pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, other instrument or asset of either of them is bound or affectedobligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of any of the Transactions Merger, (2) otherwise prevent or materially delay performance by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform any of their material obligations under this AgreementAgreement or any Ancillary Agreement or (3) have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub Sub, do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, not (i) conflict with or violate the memorandum and respective certificates or articles of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by clauses (i) through (vii) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties are bound or affected or (iii) (A) require notice pursuant to, result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default), (B) 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 (C) result in the creation of a any Lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant tounder, any Contract or obligation Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedtheir respective properties are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsnotice, violationsconflict, breachesviolation, defaults breach, default, acceleration, loss, right or other occurrences that occurrence which would not, or would not reasonably be expected to individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or Bylaws of either Parent or Merger Subany equivalent organizational documents of any Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been mademade or complied with, conflict with or violate any Law applicable to Parent or Merger Sub any Parent Subsidiary or by which any property or asset of either of them Parent or any Parent Subsidiary is bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, 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 require any payment under, or result in the creation of a Lien lien, claim, security interest or other charge or encumbrance on any property or asset of Parent or Merger Sub any Parent Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any Parent Subsidiary is a party or by which any asset of Parent or Merger Sub or any property or asset of either of them Parent Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub of this Agreement do not, and the performance by Parent and Merger Sub of this Agreement and the Plan of Merger consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Offer and the Merger, will not, (i) conflict with or violate any provision of the memorandum and articles certificate of association incorporation or by-laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(b5.3(b) will have been obtained prior to the Acceptance Time and all filings and obligations notifications described in Section 4.03(b5.3(b) will have been mademade and any waiting periods thereunder will have terminated or expired prior to the Acceptance Time, conflict with or violate any Law or Order, applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or (iii) result in any breach of, or any loss of any benefit under, constitute a default (or an event that, 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 or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, to any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedContract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notmatters that, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by would not have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and nor the performance of this Agreement and the Plan of Merger consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions of this Agreement, will not, (i) conflict with or violate any provision of the memorandum and articles of association of either Parent or Merger SubOrganizational Documents, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referenced in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been or made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or result in filing with any third Person pursuant to any of the creation terms or provisions of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either Parent or Merger Sub is bound, or result in the creation of them is bound a Lien, other than any Permitted Lien, upon any of the property or affectedassets of Parent or Merger Sub, exceptother than, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that as would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan consummation of the Merger by Parent and Merger Sub Sub, do not and will not, not (i) conflict with or violate the memorandum and articles respective certificates of association incorporation or bylaws (or similar governing documents) of either Parent or Merger Sub, (ii) assuming that all consents, approvalsapprovals and authorizations contemplated by Section 4.3(b) have been obtained, authorizations and other actions all filings described in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties or assets are bound or affected or (iii) (A) result in any breach of, or violation of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or (B) give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration of any obligation or cancellation ofloss of any benefit, or (C) result in the creation of a Lien or other encumbrance any Encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant tounder, any Contract or obligation to which Parent or Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent or Parent, Merger Sub or any property of their respective Subsidiaries or asset any of either of them is bound their respective properties or affectedassets are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences occurrence that would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by THL and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement by THL and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent THL or Merger SubParent, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to THL or Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of THL or Parent or Merger Sub pursuant to, any Contract or obligation to which THL or Parent or Merger Sub is a party or by which THL or Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by THL or Parent or Merger Sub or otherwise be materially adverse to the ability of THL and Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger, the Other Transactions and the Financing will not, (i) contravene, conflict with with, violate or violate result in a breach of the memorandum and articles respective certificates of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b3.05(b) and Section 4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to either Parent or Merger Sub or by which any property or asset of either of them is bound or affected Sub, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of either Parent or Merger Sub pursuant to, to any Contract or obligation to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Merger or otherwise prevent or materially delay Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation of either Parent or Merger Subthe Parent By-Laws or any equivalent organizational documents of any Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub any Parent Subsidiary or by which any property or asset of either of them Parent or any Parent Subsidiary is bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, 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 lien or other encumbrance on any property or asset of Parent or Merger Sub any Parent Subsidiary pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedContract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that as would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by not have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger SubCharter Documents, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b3.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madehereof, conflict with or violate any Law Legal Requirements applicable to Parent or Merger Sub or by which any property or asset of either of them is its properties are bound or affected affected, or (iii) conflict with or violate, result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or impair Parent'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, or result in the creation of a Lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant to, to any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is its properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect could not in the case of clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, ) individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by or otherwise prevent Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Holdco, Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Holdco, Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association (or equivalent organizational documents) of either Holdco, Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Holdco, Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien lien or other encumbrance on any property or asset of Holdco, Parent or Merger Sub pursuant to, any Contract or obligation to which Holdco, Parent or Merger Sub is a party or by which Holdco, Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially impede, interfere with, hinder or delay consummation of any of the Transactions by Holdco, Parent or Merger Sub or otherwise be materially adverse to the ability of Holdco, Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent and Purchaser of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance by Parent and Purchaser of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or By-laws of either Parent or Merger SubPurchaser, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained or taken and all filings and obligations described in Section 4.03(b) have been mademade or fulfilled, conflict with or violate any Law applicable to Parent or Merger Sub Purchaser or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub Purchaser pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub Purchaser is a party or by which Parent or Merger Sub Purchaser or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or Bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations other actions described in Section 4.03(b4.04(b) have been mademade or taken, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) except as set forth in Section 4.04(a)(iii) of the Parent Disclosure Schedule, result in any breach or violation of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Articles of association Incorporation or By-Laws of either Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions permits described in Section 4.03(b4.05(b) have been obtained and all filings and obligations notifications described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or (iii) result in any breach of, of or constitute a default (or an event that, 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 lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or obligation to which Parent other instrument or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedobligation, except, with respect to clauses (ii) and (iii) of this Section 4.05(a), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, not prevent or materially delay the consummation of any of the Transactions by Parent or Merger Sub transactions contemplated by, or otherwise be materially adverse to the ability of prevent Parent and Merger Sub to perform from performing their material obligations under under, this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum certificate of incorporation, by-laws, and articles of association other charter and organizational documents of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b4.3(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration acceleration, or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, to any material Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that would notwhich, individually or in the aggregate, would not prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of prevent Parent and Merger Sub to perform from performing any of their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or By-laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b4.3(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a defaultdefault or breach) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, or result in the loss of a material benefit under any Contract filed by Parent with the SEC, 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 either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notthat, individually or in the aggregate, would not prevent or materially delay consummation of any of the Transactions by or otherwise prevent Parent or Merger Sub or otherwise be materially adverse to the ability from performing any of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger SubCharter Documents, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made3.3(b), conflict with or violate any Law Legal Requirements applicable to Parent or Merger Sub or by which any property or asset of either of them is its properties are bound or affected affected, or (iii) conflict with or violate, result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or impair Parent’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, or result in the creation of a Lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant to, to any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is its properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect could not in the case of clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, ) individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by or otherwise prevent Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan consummation of the Merger by Holdings, Parent and Merger Sub Sub, do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, not (i) conflict with or violate the memorandum and articles respective certificates of association incorporation or bylaws (or similar governing documents) of either Parent or Merger Sub, (ii) assuming that all consents, approvalsapprovals and authorizations contemplated by Section 5.3(b) have been obtained, authorizations and other actions all filings described in Section 4.03(b5.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law Legal Requirement applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties are bound or affected or (iii) (A) result in any breach of, or violation of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or (B) give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a Lien or other encumbrance any Encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant tounder, any Contract or obligation Contractual Obligation to which Parent or Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent or Parent, Merger Sub or any property of their respective Subsidiaries or asset any of either of them is bound or affectedtheir respective properties are bound, except, with respect to clauses (ii) in the case of clause and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences occurrence that would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Articles of association Association of either Parent or the Certificate of Incorporation or By-laws or any equivalent organizational documents of Merger SubSub or any Material Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Parent, Merger Sub or any Parent Subsidiary or by which any property or asset of either of them Parent, Merger Sub and any Parent Subsidiary is bound or affected or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien lien or other encumbrance on any property or asset of Parent, any Material Parent Subsidiary or Merger Sub pursuant to, any Contract 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 either of them is bound or affected, except, with respect to clauses clause (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) Section 4.3.1 The execution and delivery of this Agreement and each Ancillary Agreement to which Parent or the Plan of Merger by Parent and Merger Sub Purchaser is a party do not, and the performance of this Agreement hereof and the Plan of Merger thereof by Parent and Merger Sub the Purchaser will not, not (iA) conflict with or violate any provision of the memorandum and articles Certificate of association Incorporation or Bylaws of either Parent or Merger Subthe Purchaser, (iiB) (assuming that all consents, approvals, authorizations and other actions permits described in Section 4.03(b) 4.3.2 have been obtained and all filings and obligations notifications described in Section 4.03(b) 4.3.2 have been made, made and any waiting periods thereunder have terminated or expired) conflict with or violate any material Law applicable to Parent or Merger Sub the Purchaser or any other subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") or by which any property or asset of either of them Parent, the Purchaser or any Parent Subsidiary is bound or affected or (iiiC) require any consent or approval under, result in any breach of, any loss of any benefit under or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or give to others any rights right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent, the Purchaser or any Parent or Merger Sub Subsidiary pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, 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 either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementobligation.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Xxxxxx and Merger Sub, nor the Plan of Merger consummation by Parent and Merger Sub do notof the transactions contemplated hereby, and the performance of this Agreement and the Plan of Merger nor compliance by Parent and Merger Sub with this Agreement, will not, (i) conflict with or violate any provision of the memorandum and articles of association of either Parent or Merger SubOrganizational Documents, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referenced in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been or made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or result filing with any third Person in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, accordance with any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them Parent or Merger Sub is bound or affected, exceptor result in the creation of a Lien, with respect to other than any Permitted Lien, upon any of the property or assets of Parent or Merger Sub, other than, in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences that as would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub and the Plan consummation of the Merger by Parent and Merger Sub Sub, do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, not (i) conflict with or violate the memorandum and articles respective certificate of association incorporation or bylaws (or similar organizational documents) of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by clauses (i) through (iv) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or any of their respective properties are bound, (iii) result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property of their respective properties are bound or (iv) result in the creation or imposition of any Lien on any asset of either of them is bound Parent or affectedMerger Sub, except, with respect to in the case of clauses (ii) and through (iiiiv), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right, Lien or other occurrences that occurrence which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub Purchaser do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub Purchaser will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or By-laws of either Parent or Merger SubPurchaser, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b5.3(b) have been obtained and all filings and obligations described in Section 4.03(b5.3(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub Purchaser or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a defaultdefault or breach) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub Purchaser pursuant to, or result in the loss of a material benefit under any Contract Contract, permit, franchise or other instrument or obligation to which Parent or Merger Sub Purchaser is a party or by which Parent or Merger Sub Purchaser or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notthat, individually or in the aggregate, would not prevent or materially delay consummation of the Transactions or otherwise prevent Parent and Purchaser from performing any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate breach any provision of the memorandum and articles of association Governing Documents of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any applicable Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected Order, or (iii) result in any breach of, of or constitute a default (or an event thatwhich, 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 a any Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, to any material Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedparty, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be prevent or materially adverse to the ability of delay Parent and Merger Sub to perform from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions do not and will not, (i) conflict with or violate the memorandum and articles of association (or equivalent organizational documents) of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and all other agreements and documents contemplated hereby to which it is a party and the Plan consummation by each of Merger by Parent and Merger Sub of the Transactions do not and will not, directly or indirectly (with or without notice or lapse of time or both), and the performance compliance by each of this Agreement and the Plan of Merger by Parent and Merger Sub with its obligations hereunder and thereunder will not, directly or indirectly (with or without notice or lapse of time or both), (i) result in a violation or breach of or conflict with the certificate of incorporation, bylaws or violate the memorandum and articles of association other organizational documents of either of Parent or Merger Sub, (ii) assuming that all subject to obtaining or making the consents, approvals, authorizations orders, authorizations, registrations, declarations, filings and other actions described in Section 4.03(b5.04(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madebelow, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or bound, (iii) result in a violation or breach or conflict with any breach provision of, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become ) a default) default under, any of the terms, conditions or give provisions of any Contract to others which Parent, Merger Sub or any rights of termination, amendment, acceleration their respective Subsidiaries is a party or cancellation of, by which any of their respective properties or assets may be bound or (iv) result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedtheir respective Subsidiaries, except, with respect to clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults or other occurrences that as would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by reasonably be expected to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent Charter Documents or the Merger SubSub Charter Documents, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b4.4(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madehereof, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its Subsidiaries or by which any property it or asset of either of them is their respective properties are bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or give to others under any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any material Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Parent, Merger Sub or any property or asset of either of them is their respective properties are bound or affected, except, with respect except to clauses (ii) and (iii), for the extent that any such conflicts, violations, breaches, defaults defaults, impairments or other occurrences that effects would notnot reasonably be expected, individually or in the aggregate, to prevent Parent and Merger Sub from consummating the transactions contemplated hereby (including the Offer and the Merger) or materially delay consummation of any of the Transactions by otherwise prevent Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform from performing their material respective obligations under this Agreementhereunder.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each of the SPAC and Merger Sub of this Agreement and the Plan other Transaction Documents to which each of Merger by Parent the SPAC and Merger Sub do is or will at the Closing be a party does not, and the performance of this Agreement and by each of the Plan of Merger by Parent SPAC and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent SPAC Organizational Documents or the Merger SubSub Organizational Documents, (ii) assuming that the SPAC Stockholder Approval is obtained, all consents, approvals, authorizations and other actions described in Section 4.03(b5.05(b) have been obtained and all filings and obligations described in Section 4.03(b5.05(b) have been made, conflict with or violate any Law Law, rule, regulation, order, judgment or decree applicable to Parent each of the SPAC or Merger Sub or by which any of their property or asset of either of them assets is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of Parent each of the SPAC or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent each of the SPAC or Merger Sub is a party or by which Parent each of the SPAC or Merger Sub or any of their property or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementnot have a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub Purchaser do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub Purchaser will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or By-laws of either Parent or Merger SubPurchaser, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b5.03(b) have been obtained and all filings and obligations described in Section 4.03(b5.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub Purchaser or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub Purchaser pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub Purchaser is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses clause (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, not prevent or materially delay consummation of any of the Transactions by Parent Offer or Merger Sub Merger, or otherwise be prevent or materially adverse to the ability of delay Parent and Merger Sub to perform Purchaser from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub Co do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub Co and the consummation by each of Parent and Merger Co of the Merger will not, (i) conflict with or violate the memorandum and articles respective Certificates of association Incorporation or Bylaws of either Parent or Merger SubCo, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to either Parent or Merger Sub Co or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of either Parent or Merger Sub Co pursuant to, to any Contract or obligation to which either Parent or Merger Sub Co is a party or by which either Parent or Merger Sub Co or any property of their respective properties or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Merger or otherwise prevent or materially delay Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform Co from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent Charter Documents or Merger SubSub Charter Documents, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b3.05(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madebelow, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which they or any property or asset of either of them is their respective properties are bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or impair Parent's or Merger Sub's rights or alter the rights or obligations of any third party against or to Parent or Merger Sub under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance an Encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant to, any Contract material mortgage, Contract, permit, franchise or other obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is their respective properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect could not, in the case of clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise reasonably be materially adverse expected to the ability of Parent and Merger Sub to perform their material obligations under this Agreementhave a Material Adverse Effect on Parent.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance of this Agreement by Merger Sub and the Plan consummation of Merger by Parent and Merger Sub the Transactions will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or Bylaws or equivalent organizational documents of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(bsubsection (b) have been obtained and all filings and obligations described in Section 4.03(bsubsection (b) have been mademade or complied with, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Merger Sub is bound or affected affected, or (iii) conflict with, result in any breach of, of or constitute a default (or an event that, that 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 require any payment under or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract contract, note, bond, mortgage, indenture, lease, agreement, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or any asset of Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or have a Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would notnot have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and all other agreements and documents contemplated hereby to which it is a party and the Plan consummation by each of Merger by Parent and Merger Sub of the Transactions do not and will not, directly or indirectly (with or without notice or lapse of time or both), and the performance compliance by each of this Agreement and the Plan of Merger by Parent and Merger Sub with its obligations hereunder and thereunder will not, directly or indirectly (with or without notice or lapse of time or both), (i) result in a violation or breach of or conflict with the Parent Certificate, the Parent Bylaws or violate the memorandum and articles organizational documents of association of either Parent or Merger Sub, (ii) assuming that all subject to obtaining or making the consents, approvals, authorizations Orders, authorizations, registrations, declarations, filings and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made5.06(b), conflict with or violate any Law or rule of NASDAQ applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or bound, (iii) result in any violation or breach of or conflict with any provisions of, or constitute (with or without notice or lapse of time, or both) a default (or an event thatgive rise to any right of purchase, 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 ofcancellation) under, or result in the loss of any benefit under, or result in the triggering of any payments pursuant to, any of the terms, conditions or provisions of any Parent Material Contract or (iv) result in the creation of a Lien or other encumbrance Lien, except for Permitted Liens, on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedtheir respective Subsidiaries, except, with respect to clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults conflicts, defaults, rights of purchase, terminations, amendments, accelerations, cancellations, losses of benefits, payments or other occurrences Liens that have not had and would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 4.03(a) of the Parent Disclosure Schedule, the execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub do MergerSub does not, and the performance consummation of this Agreement and the Plan of Merger by Parent and Merger Sub Transactions will not, (i) conflict with with, violate or violate result in a breach of any provision of the memorandum and articles Organizational Documents of association of either Parent or Merger SubMergerSub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law or Order applicable to Parent or Merger Sub MergerSub, or by which any property or asset of either of them is their respective properties are bound or affected or (iii) result in a violation or breach of or the loss of any breach ofbenefit under, or constitute a default (or an event that, 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 a Lien or other encumbrance on an Encumbrance on, any property or asset of the properties of Parent or Merger Sub MergerSub pursuant toto any of the terms or provisions of any Contract, any Contract lien, Permit, franchise or other instrument or obligation to which Parent or Merger Sub is MergerSub are a party or by which Parent or Merger Sub MergerSub or any property of their respective properties is or asset of either of them is may be bound or affected, except, with respect to except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences condition or state of facts that would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance consummation of this Agreement the Merger and the Plan of Merger by Parent other transactions contemplated hereby does not and Merger Sub will not, not (i) conflict with breach or violate the memorandum and articles Charter Documents of association of either Parent or Merger Sub, or (ii) assuming that all consents, approvals, authorizations Consents and other actions described in Filings set forth on Section 4.03(b4.4(b) of the Parent Disclosure Schedule have been obtained made and all filings obtained, and obligations described in Section 4.03(b) any waiting periods thereunder have been madeterminated or expired, conflict with, result in a violation or breach of, constitute (with or violate without notice or lapse of time, or both) a default under, result in or give to any Law Person any right of payment (other than payment of the Per Share Merger Consideration on each Company Share pursuant to the terms, and subject to the conditions, of this Agreement), reimbursement, termination, revocation, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien (except a Permitted Lien) upon any of the assets or properties of Parent or Merger Sub under, any of the terms, conditions or provisions of (A) any Law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties are bound or affected or (iiiB) result in any breach of, or constitute a default (or an event 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 result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation License to which any Parent or Merger Sub Party is a party or by which any Parent or Merger Sub Party or any property of their respective assets or asset of either of them properties is bound or affectedbound, except, with respect to in the case of clauses (iiA) and (iiiB), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which does not have and would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, not (iA) conflict with or violate the memorandum respective memoranda and articles of association of either Parent or Merger Sub, (iiB) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by clauses (A) through (C) of subsection (ii) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law Law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected any of their respective properties are bound, or (iiiC) result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedtheir respective properties are bound, except, with respect to in the case of clauses (iiB) and (iiiC), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences that occurrence which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Merger Sub with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Merger Sub under (i) conflict with the certificate of incorporation or violate the memorandum and articles bylaws of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event 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 result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which any of their respective properties, rights or other assets is subject or (iii) assuming the consents, approvals, filings and other matters referred to Section 4.03(b) are duly obtained or made, any Law or Order applicable to Parent or Merger Sub or any property their respective properties or asset other assets, other than, in the case of either of them is bound or affected, except, with respect to clauses (ii) and (iiiii), for any such conflicts, violations, breaches, defaults defaults, rights of termination, modification, cancellation or other occurrences acceleration, losses or Liens that would not, individually or in the aggregateaggregate would not reasonably be likely to prevent, prevent materially delay or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to impede the ability of Parent and to consummate the Merger Sub to perform their material obligations under or the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub Subsidiary do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub Subsidiary will not, not (i) conflict with or violate the memorandum and articles statuts (By-laws) of association of either Parent or the Certificate of Incorporation or By-laws of Merger Sub, Subsidiary (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub Subsidiary or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, of or constitute a default (or an event that, 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 a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub Subsidiary is a party or by which Parent or Merger Sub Subsidiary or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences that which would notnot prevent, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Parent Charter or the Parent By-Laws or any equivalent organizational documents of association of either Merger Sub or any other Parent or Merger SubSubsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub any Parent Subsidiary or by which any property or asset of either of them Parent or any Parent Subsidiary is bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, 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 lien or other encumbrance on any property or asset of Parent or Merger Sub any Parent Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or obligation to which Parent other instrument or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedobligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that would not prevent or materially delay consummation of the Merger or otherwise prevent Parent and Merger Sub from performing their obligations under this Agreement, and would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Merger Sub is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them Merger Sub is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, and the Plan consummation of the Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles certificate of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 4.03(b) have been obtained and that all filings and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been mademade or taken, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract 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 either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMerger.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent Parent’s or Merger Sub’s Certificate of Incorporation or Bylaws, each as amended to date, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b3.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madehereof, conflict with or violate any Law Legal Requirements applicable to Parent or Merger Sub or by which any property or asset of either of them their respective properties is bound or affected affected, or (iii) conflict with or violate, result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or impair Parent’s or Merger Sub’s rights under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance material Encumbrance on any property of the material properties or asset assets of Parent or Merger Sub pursuant to, to any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is their respective properties are bound or affected, except, with respect to excluding from the foregoing clauses (ii) and or (iii), for any ) such conflicts, violations, breaches, defaults defaults, impairments or other occurrences that effects which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by or otherwise prevent Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform from performing their respective material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance consummation of this Agreement the Merger and the Plan of Merger by Parent and Merger Sub other transactions contemplated hereby will not, not (i) breach, violate or conflict with or violate the memorandum and articles of association or other equivalent organizational or governing documents of either each of Parent and Merger Sub or Merger Subthe comparable governing instruments of any of their respective subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by clauses (i) through (iv) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with with, breach or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties or assets are bound or affected or (iii) result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) ), require a consent 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 a Lien or other encumbrance (except a Permitted Lien) on any property or asset of the material assets of Parent or Merger Sub pursuant to, to any Contract or obligation Contracts to which Parent or Merger Sub Sub, or any Affiliate thereof, is a party or by which Parent or Merger Sub or any property of their Affiliates or asset of either of them is bound its or affectedtheir respective properties or assets are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, : (i) conflict with or violate the memorandum and articles Parent Charter Documents, Merger Sub Charter Documents or equivalent organizational documents of association any of either Parent or Merger Sub, Parent's subsidiaries; (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b3.5(b) have been obtained and all filings and obligations described in Section 4.03(b(or the Parent Disclosure Schedule) have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which any property it or asset of either of them is their respective properties are bound or affected affected; or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or materially impair Parent's or any of its subsidiary'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, or result in the creation of a Lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub any of its subsidiaries pursuant to, any material Contract or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any property or asset of either of them is their respective properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect would not in the case of clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, : (A) reasonably be expected to have a Material Adverse Effect on Parent or (B) prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to prevent the ability of Parent and Merger Sub to perform parties hereto from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Articles of association Incorporation or By-laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract 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 either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of, and performance by each of this Agreement and the Plan of Merger by Parent and Merger Sub of its obligations under, this Agreement, do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, not (i) conflict with or violate the memorandum and articles respective organizational documents of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by subsection (b) below have been obtained and all filings and obligations described in Section 4.03(bsubsection (b) below have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of either of them is or their respective properties are bound or affected or (iii) result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) or result in the loss of a material benefit under, or give rise to others any rights right of termination, amendmentcancellation, material amendment or material acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedtheir respective properties are bound, except, with respect to in the case of clauses (ii) and (iii) of this subsection (a), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, not (i) contravene, conflict with or violate result in any violation or breach of the memorandum and articles respective certificates of association incorporation or by-laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by clauses (i) through (v) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law applicable law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties are bound or affected or (iii) require any consent or other action by any person under, result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) or result in the loss or change of a benefit or right under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any property or asset of either of them is bound or affectedtheir respective properties are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences that occurrence which would notnot reasonably be expected to prevent, individually or in the aggregate, prevent materially delay or materially delay impede the consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementtransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 4.5 of the Parent Schedule of Exceptions, the execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub Sub, do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, not (i) conflict with or violate the memorandum and articles respective certificates or certificate of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by clauses (i) through (vii) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties are bound or affected or (iii) (A) result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default), (B) 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 (C) result in the creation of a any Lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant tounder, any Contract or obligation Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedtheir respective properties are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences that occurrence which would not, or would not reasonably be expected to, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or Bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be prevent or materially adverse to the ability of delay Parent and Merger Sub to perform from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will shall not, (i) conflict with or violate the memorandum and articles certificate of association incorporation or by-laws or any equivalent organizational documents of either Parent or Merger Subany Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations notifications described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub any Parent Subsidiary or by which any property or asset of either of them Parent or any Parent Subsidiary is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub any Parent Subsidiary pursuant to, any Contract or obligation to which Parent or Merger Sub any Parent Subsidiary is a party or by which Parent or Merger Sub any Parent Subsidiary or any property of their properties or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that described in such clauses which would notnot reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be prevent or materially adverse to the ability of delay Parent and Merger Sub to perform their material from performing its obligations under this AgreementAgreement and would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Assuming that all consents, approvals, authorizations and permits described in Section 5.3(b) have been obtained, all filings and notifications described in Section 5.3(b) have been made and any waiting periods thereunder have terminated or expired, the execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub its obligations hereunder will not, (i) conflict with or violate the memorandum and articles any provision of association any organizational or governing document of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to each of Parent or and Merger Sub or by which any property or asset of either each of them Parent and Merger Sub is bound or affected bound, or (iii) require any consent or approval (except as contemplated by Section 5.3(b)) under, result in any breach ofof any obligation or any loss of any benefit or material increase in any cost or obligation of Parent or Merger Sub under, or constitute a default (or an event that, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect as to clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences that would notthat, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by would not reasonably be expected to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan consummation of the Merger and the other transactions contemplated hereby by Parent and Merger Sub does not and will not, : (iA) conflict with or violate any provision of the memorandum and articles certificate of association incorporation or bylaws or comparable governing documents of either Parent or Merger Sub, ; or (iiB) assuming that all consents, approvals, authorizations authorizations, declarations and other actions described in permits contemplated by clauses (A) through (F) of Section 4.03(b6.3(b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) with, result in any breach of, or violation of or constitute a default (or an event thatwhich with or without notice, with notice or lapse of time or both, both would become a default) or result in the loss of a benefit under, or give rise to others any rights breach or violation of, a termination, cancellation, or right of termination, amendment, acceleration or cancellation of, or result other alteration in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant torights under, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any property of their respective properties or asset of either of them is assets are bound or affectedany Law to which Parent or Merger Sub or any of their respective properties or assets is subject, except, with respect to clauses in the case of clause (iiB) and (iii)above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults termination, default, acceleration, loss, alteration or other occurrences occurrence that would not, individually or in the aggregate, prevent be reasonably likely to prevent, materially delay or materially delay impede the consummation of any of the Transactions transactions contemplated by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.03(b) hereof or Section 4.03(a) of the written disclosure schedule previously delivered by Parent and Merger Sub to the Company (the "Parent Disclosure Schedule"), the execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or By-Laws of either Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which any property its or asset of either of them is their respective properties are bound or affected or (iii) result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or impair Parent's or Merger Sub'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, any contracts material to the business of Parent and Merger Sub taken as a whole (a "Parent Material Contract") or result in the creation of a Lien lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant to, any Contract 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 its or any property or asset of either of them is their respective properties are bound or affected, except, with respect to clauses (ii) and (iii), except in any such case for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by not have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan or any Ancillary Agreement by each of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will shall not, : (i) conflict with or violate the memorandum and articles of association of either Parent Parent’s or Merger Sub’s Charter Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or Legal Requirements, (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or materially impair Parent’s or Merger Sub’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, or result in the creation of a Lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub (other than Permitted Liens) pursuant to, any Contract Parent Contracts or obligation (iv) result in the triggering, acceleration or increase of any payment to which any Person pursuant to any Parent Contract, including any “change in control” or Merger Sub is a party or by which similar provision of any Parent or Merger Sub or any property or asset of either of them is bound or affectedContracts, except, with respect to clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults defaults, impairments, alterations, triggerings, accelerations, increases or other occurrences that would not, individually or and in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Material Adverse Effect on Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementSub.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and the Plan of Merger compliance by Parent and Merger Sub with the provisions of this Agreement will not, not (i) conflict with with, or violate result in any violation or breach of any provision of, the memorandum and articles certificate of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consentsconflict with, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any violation or breach of, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any rights of termination, amendment, acceleration or cancellation a right of, or result in a, termination, cancellation, modification or acceleration of any obligation or to the creation loss of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant tobenefit under, any Contract or obligation to which Parent or Merger Sub any of its Subsidiaries is a party or by which Parent or Merger Sub any of them or any property of their respective properties, rights or asset of either of them other assets is bound or affectedsubject, except(iii) result in the creation of any Lien in or upon any of the properties, with respect rights or other assets of Parent any of its Subsidiaries or (iv) assuming the consents, approvals, filings and other matters referred to in Section 5.03(b) are duly obtained or made, conflict with, or result in any violation of, applicable Law, other than, in the case of clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults defaults, rights, terminations, modifications, cancellations or other occurrences that would notaccelerations, losses or creations of any Liens that, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by would not reasonably be expected to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles certificate of association incorporation or by-laws of either Parent or Merger SubSub in effect on the date of this Agreement, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b6.05(b) have been obtained and all filings and obligations described in Section 4.03(b6.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of Parent or Parent, Merger Sub or any significant subsidiary of Parent pursuant to, any Contract 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 either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, not prevent or materially delay consummation of any of the Transactions by Parent Merger or Merger Sub the Offer or otherwise be prevent or materially adverse to the ability of delay Parent and Merger Sub to perform from performing their material obligations under this AgreementAgreement and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event 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 result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the consummation of the Transactions will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or By-laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b5.3(b) have been obtained and all filings and obligations described in Section 4.03(b5.3(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract 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 either of them is bound or affected, except, with respect to clauses clause (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, not prevent or materially delay consummation of any of the Transactions by Parent Offer or Merger Sub Merger, or otherwise be prevent or materially adverse to the ability of delay Parent and Merger Sub to perform from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger Agreement, by Parent and Merger Sub and the Company Tender and Voting Agreement by Parent do not, and the performance of this Agreement and the Plan of Merger Agreement, by Parent and Merger Sub will and the Company Tender and Voting Agreement by Parent shall not, (i) conflict with or violate the memorandum and articles Parent Charter Documents or equivalent organizational documents or any of association of either Parent or Merger SubParent's subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b4.5(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madebelow, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which any property it or asset of either of them is their respective properties are bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or impair Parent's or any such subsidiary'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, or result in the creation of a Lien lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub any of its subsidiaries pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any property or asset of either of them is their respective properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect could not in the case of clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise reasonably be materially adverse expected to the ability of Parent and Merger Sub to perform their material obligations under this Agreementhave a Material Adverse Effect on Parent.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Xxxxxx and Xxxxxx Sub, nor the Plan consummation by Xxxxxx and Xxxxxx Sub of Merger the transactions contemplated hereby, nor performance by Parent Xxxxxx and Merger Sub do notof their respective obligations under this Agreement, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate any provision of the memorandum and articles of association of either Parent or Merger SubOrganizational Documents, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referenced in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been or made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or result filing with any third Person in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, accordance with any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them Parent or Merger Sub is bound or affected, exceptor result in the creation of a Lien, with respect to other than any Permitted Lien, upon any of the property or assets of Parent or Merger Sub, other than, in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences that as would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent Parent, Sun Global and Merger Sub do not, and the performance of this Agreement and the Plan consummation of Merger by Parent and Merger Sub the transactions contemplated hereby will not, (i) conflict with or violate the memorandum and articles of association incorporation, bylaws or similar organization documents, as the case may be, of either Parent Parent, Sun Global or Merger Sub, (ii) assuming that all consents, approvals, authorizations subject to the filings and other actions matters described in Section 4.03(b) have been obtained and all filings and obligations described in (including the Section 4.03(b) have been madeof the Disclosure Schedule referred to therein), conflict with or violate any Law Laws applicable to Parent any of Parent, Sun Global or Merger Sub or by which any property their respective properties or asset of either of them is bound or affected assets, or (iii) result in any breach of, of or constitute a default (or an event thatwhich, with notice or notice, lapse of time or 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 a Lien lien or other encumbrance on any property or asset of Parent contract, agreement, lease, license, permit, franchise or Merger Sub pursuant to, any Contract or obligation other instrument to which Parent any of Parent, Sun Global or Merger Sub is a party or by which Parent their properties or Merger Sub or any property or asset assets are bound, except in the case of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the performance by Parent, Sun Global or Merger Sub of any of their respective obligations under this Agreement or the consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementTransactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation, By-laws or equivalent organizational documents of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b5.03(b) have been obtained and all filings and obligations described in Section 4.03(b5.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract 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 either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of prevent Parent and Merger Sub to perform from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and nor the performance of this Agreement and the Plan of Merger consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions of this Agreement, will not, (i) conflict with violate any provision of the Parent Organizational Documents or violate the memorandum and articles certificate of association incorporation or bylaws (or equivalent organizational documents) of either Parent or Merger Subany Subsidiary of the Company, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referenced in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been or made, conflict with or violate any Law applicable to Parent or Parent, Merger Sub or their respective Subsidiaries or by which any property or asset of either of them Parent, Merger Sub or their respective Subsidiaries is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or filing with any third party pursuant to any of the terms or provisions of any Contract to which Parent, Merger Sub or any of their respective Subsidiaries is a party, or by which any property or asset of Parent, Merger Sub or any of their respective Subsidiaries is bound or affected, or result in the creation of a Lien or any Encumbrance, other encumbrance on than any Permitted Encumbrance, upon any of the property or asset assets of Parent or Merger Sub pursuant toParent, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either their respective Subsidiaries, other than, in the case of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, cancellation or other occurrences Encumbrance that has not had, and would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent, Holdco, Parent Merger Sub and Company Merger Sub of this Agreement and the Plan of Merger by Parent and Merger Sub do other Transaction Documents to which they are or are required to be a party or otherwise bound does not, and the performance of this Agreement and the Plan of Merger such other Transaction Documents by Parent, Holdco, Parent and Merger Sub will and Company Merger Sub shall not, : (i) conflict with or violate the memorandum and articles of association of either Parent’s, Holdco’s, Parent or Merger Sub’s or Company Merger Sub’s Charter Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected Legal Requirements, or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or materially impair Parent’s, Holdco’s, Parent Merger Sub’s or Company Merger Sub’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, or result in the creation of a Lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedContracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or and in the aggregate, prevent have or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise reasonably be materially adverse expected to the ability of have a Material Adverse Effect on Parent and Merger Sub to perform their material obligations under this Agreementits Subsidiaries taken as a whole.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger transactions contemplated hereby by Parent and Merger Sub Sub, do not and will not, not (i) conflict with or violate the memorandum and respective articles of association incorporation or bylaws (or similar organizational documents) of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described specified in Section 4.03(b5.3(b) have been obtained and all filings and obligations described in Section 4.03(b) therein have been made, conflict with or violate any Law Law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties are bound or affected or (iii) result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation material Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedSub, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences that occurrence which would notnot prevent, individually or in the aggregate, prevent materially delay or materially delay impede the consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementtransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, not (i) conflict with or violate the memorandum and articles respective certificates of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by clauses (i) through (iii) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties are bound or affected or (iii) result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any property or asset of either of them is bound or affectedtheir respective properties are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences that occurrence which would notnot prevent, individually or in the aggregate, prevent materially delay or materially delay impede the consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementtransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger will not, (i) contravene, conflict with with, violate or violate result in a breach of the memorandum and respective articles of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 3.06(b) and Section 4.04(b) have been obtained and that all filings and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b) have been mademade or taken, conflict with or violate any Law applicable to either Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of either Parent or Merger Sub pursuant to, to any Contract or obligation to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or any property of their respective properties or asset of either of them assets is bound or affected, except, with respect to clauses (iii) and through (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Merger or otherwise prevent or materially delay Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub of this Agreement do not, and the performance by Parent and Merger Sub of this Agreement and the Plan of Merger consummation by Parent and Merger Sub of the Merger and the other Transactions will not, not (i) conflict with or violate any provision of the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(b5.4(b) will have been obtained prior to the Effective Time and all filings and obligations notifications described in Section 4.03(b5.4(b) will have been mademade and any waiting periods thereunder will have terminated or expired prior to the Effective Time, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or (iii) result in any breach of, or any loss of any benefit under, constitute a default (or an event that, 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 or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, to any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementAgreement (a “Parent Material Adverse Effect”).

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Acquisition Sub do not, and nor the performance of this Agreement and the Plan of Merger consummation by Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement will not, (i) conflict with violate any provision of Parent’s or violate the memorandum and articles its Subsidiaries’ certificates of association of either Parent incorporation or Merger Subbylaws, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referred to in Section 4.03(b5.3(b) have been obtained or made, any applicable waiting periods referred to therein have expired and all filings and obligations described in Section 4.03(b) have any condition precedent to any such Consent has been madesatisfied, conflict with or violate any Law applicable to Parent or Merger Sub any of its Subsidiaries or by which any property or asset of either Parent or any of them its Subsidiaries is bound or affected or (iii) result in any breach of, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub any of its Subsidiaries is a party party, or by which Parent any of their respective properties or Merger Sub or any property or asset assets is bound, other than, in the case of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration or other occurrences cancellation that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by not have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and or the Plan of Merger Parent Documents by Parent and Merger Sub do notor any of its Subsidiaries, and and, except as described in Section 6.5(b), the performance of this Agreement and the Plan of Merger consummation by Parent or any of its Subsidiaries of the transactions contemplated hereby or thereby and Merger Sub compliance by Parent or any of its Subsidiaries with any of the provisions hereof or thereof, will not, not (i) conflict with or violate result in a breach of any provisions of the memorandum and articles or certificate of association incorporation, certificate of either formation, bylaws or operating agreement (or equivalent organizational documents), in each case as may be amended, of Parent or Merger Subany of its Subsidiaries, (ii) assuming that all consentsexcept as set forth on Schedule 6.5(a), approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict constitute (with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with without due notice or lapse of time or both) or result in the breach of any term, would become condition or provision of, or constitute a default) default under, or give rise to others any rights right of termination, amendmentcancellation, modification or acceleration or cancellation ofwith respect to, any Parent Material Contract (or result in the creation or imposition of a Lien or other encumbrance on upon any material property or asset assets of Parent or Merger Sub pursuant toany of its Subsidiaries), or (iii) conflict with or violate any Contract Order, Law or obligation Permit applicable to which Parent or Merger Sub is a party or by which Parent or Merger Sub any of its Subsidiaries or any property of their respective properties or asset assets, other than, in the case of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflictsbreach, violationsdefault, breachestermination, defaults cancellation, modification, acceleration, Lien, conflict or other occurrences violation that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise not reasonably be materially adverse expected to the ability of Parent and Merger Sub to perform their material obligations under this Agreementhave a Material Adverse Effect on Parent.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Parent's certificate of association of either Parent incorporation or bylaws or Merger Sub's articles of incorporation or bylaws, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(bSECTION 3.3(B) have been obtained and all filings and obligations described in Section 4.03(b) have been madehereof, conflict with or violate any Law Legal Requirements applicable to Parent or Merger Sub or by which any property or asset of either of them is its properties are bound or affected affected, or (iii) conflict with or violate, result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant to, to any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is its properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect would not in the case of clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, ) individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by be reasonably likely to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do not, and, subject to Parent’s adoption of this Agreement (as the sole stockholder of Merger Sub) after the execution hereof, the approval and adoption of the Parent Proposals by the stockholders of record of Parent at the Parent Stockholders’ Meeting and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent Organizational Documents or the Merger SubSub Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b5.05(b) have been obtained and all filings and obligations described in Section 4.03(b5.05(b) have been made, conflict with or violate any Law applicable to each of Parent or Merger Sub or by which any of their property or asset of either of them assets is bound or affected or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of either of Parent or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, Contract, lease, license, permit, franchise or obligation to which each of Parent or Merger Sub is a party or by which either of Parent or Merger Sub or any property of their properties or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually not have or in the aggregate, prevent or materially delay consummation of any of the Transactions by reasonably be expected to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub Co do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub Co and the consummation by each of Parent and Merger Co of the Merger will not, (i) conflict with or violate the memorandum and articles respective certificates of association incorporation or bylaws of either Parent or Merger SubCo, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to either Parent or Merger Sub Co or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of either Parent or Merger Sub Co pursuant to, to any Contract or obligation to which either Parent or Merger Sub Co is a party or by which either Parent or Merger Sub Co or any property of their respective properties or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Merger or otherwise prevent or materially delay Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform Co from performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each of this Agreement and the Plan of Merger by Parent and Merger Sub of this Agreement do not, and the performance by each of Parent and Merger Sub of this Agreement and the Plan consummation by each of Merger by Parent and Merger Sub of the Transactions will not, (i) conflict with or violate the memorandum and articles certificate of association incorporation or bylaws of either Parent or Merger SubParent, (ii) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of Parent (including Merger Sub), (iii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been mademade or fulfilled, conflict with or violate any Law applicable to Parent or Merger Sub any of its Subsidiaries or by which any property or asset of either Parent or any of them its Subsidiaries is bound or affected or affected, (iiiiv) conflict with, result in any a breach of, of or constitute a default (with or an event that, with without notice or lapse of time or both, would become ) a default) default under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of, or to the Knowledge of Merger Sub or Parent, result in the creation or imposition of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedmaterial Contract, except, with respect to clauses (iiiii) and (iiiiv) of this Section 4.04(a), for to the extent any such conflicts, violations, breaches, defaults defaults, or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by not reasonably be expected to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by each of Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by each of Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses clause (ii) and clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material respective obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent Parent, FNIS and Merger Sub do not, and the performance of this Agreement and the Plan by each of Merger by Parent Parent, FNIS and Merger Sub will not, : (i1) conflict with or violate the memorandum and certificates of incorporation, articles of association incorporation or bylaws of either Parent Parent, FNIS or Merger Sub, ; (ii2) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b5.05(b) have been obtained and all filings and obligations notifications described in Section 4.03(b5.05(b) have been mademade or complied with, conflict with or violate any Law applicable to Parent Parent, FNIS or Merger Sub or by which any property or asset of either of them Parent, FNIS or Merger Sub is bound or affected affected; or (iii3) result in any breach of, of or constitute a default (or an event that, 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 require any payment under, or result in the creation of a Lien or other encumbrance on any property or asset of Parent Parent, FNIS or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Parent, FNIS or Merger Sub is a party or by which Parent any asset of Parent, FNIS or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii2) and (iii3), for any such conflicts, violations, breaches, defaults or other occurrences that would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance by Parent of this Agreement its obligations hereunder and the Plan of Merger consummation by Parent and Merger Sub of the transactions contemplated hereby will not, (i) conflict with or violate the memorandum and articles Parent Charter Documents or the equivalent organizational documents of association any of either Parent or Merger SubParent's subsidiaries, (ii) assuming that all subject to obtaining the consents, approvals, authorizations and other actions described permits, and making the filings and notifications, set forth in Section 4.03(b4.5(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madehereof, conflict with or violate -------------- any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries, or by which Parent, any property of its subsidiaries or asset any of either of them is their respective assets and properties are bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time time, or both, would become a default) under, or impair the rights of Parent or any of its subsidiaries under, or alter the rights or obligations of any person under, or give to others any person any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance lien on any property of the assets or asset properties of Parent or Merger Sub any of its subsidiaries pursuant to, any material Contract or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub Parent, any of its subsidiaries or any property or asset of either of them is their respective assets and properties are bound or affected, except, with respect to clauses clause (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.and

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan other Transaction Documents by Buyer and Parent do not, and the consummation of Merger the transactions by Buyer and Parent contemplated hereby and Merger Sub thereby will not, (i) conflict with or violate any provision of the memorandum and articles of association of either Parent or Merger SubPurchaser Charter Documents, (ii) assuming that all consents, approvals, authorizations and other actions described subject to the requirements set forth in Section 4.03(b5.4(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madehereof, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Buyer or Parent or Merger Sub or by which they or any property of their properties or asset of either of them is assets are bound or affected or (iii) subject to clauses (i) and (ii) in Section 5.4(b) hereof, result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or impair Buyer’s or Parent’s rights or alter the rights or obligations of any third party against or to Buyer or Parent under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien an Encumbrance, other than Permitted Encumbrances, on any of the properties or assets of Buyer or Parent, except to the extent such conflict, violation, breach, default, impairment or other encumbrance on any property or asset effect could not in the case of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent reasonably be expected to have a Material Adverse Effect on Buyer or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementParent.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Pxxxxx and Merger Sub, nor the Plan of Merger consummation by Parent and Merger Sub do notof the transactions contemplated hereby, and the performance of this Agreement and the Plan of Merger nor compliance by Parent and Merger Sub with this Agreement, will not, (i) conflict with or violate any provision of the memorandum and articles of association of either Parent or Merger SubOrganizational Documents, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referenced in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been or made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or result filing with any third Person in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, accordance with any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them Parent or Merger Sub is bound or affected, exceptor result in the creation of a Lien, with respect to other than any Permitted Lien, upon any of the property or assets of Parent or Merger Sub, other than, in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences that as would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.Material Adverse Effect. 41

No Conflict; Required Filings and Consents. (a) Section 4.3.1 The execution and delivery of this Agreement and the Plan of Merger by each Ancillary Agreement to which Parent and or Merger Sub is a party do not, and the performance of this Agreement and the Plan of Merger thereof by Parent and Merger Sub will not, (iA) conflict with or violate any provision of the memorandum and articles Certificate of association Incorporation or By-laws of either Parent or Merger Sub, (iiB) assuming that all consents, approvals, authorizations and other actions permits described in Section 4.03(b) 4.3.2 have been obtained and all filings and obligations notifications described in Section 4.03(b) 4.3.2 have been mademade and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or Merger Sub or any other subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of either of them Parent, Merger Sub or any Parent Subsidiary is bound or affected or (iiiC) result in any breach of, or constitute a default (or an event that, 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 or other encumbrance an Encumbrance on any property or asset of Parent or Merger Sub pursuant toParent, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property Parent Subsidiary pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, other instrument or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementobligation.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of by Merger by Parent and Merger Sub Co do not, and the performance of this Agreement by Merger Co and the Plan consummation by Merger Co of the Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles its Articles of association of either Parent Incorporation or Merger SubBylaws, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub Co or by which any material property or material asset of either of them Merger Co is bound or affected materially affected, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, 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 a Lien or other encumbrance on any material property or asset material assets of Parent Merger Co or Merger Sub pursuant to, to any Contract or obligation to which Parent or Merger Sub Co is a party or by which Parent or Merger Sub Co or any material property or material asset of either of them Merger Co is bound or materially affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that which would not, individually or in the aggregate, prevent prevent, or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be prevent or materially adverse to the ability of Parent and delay Merger Sub to perform their material Co from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub do not, does not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, : (iA) conflict with or violate the memorandum and articles certificate of association incorporation or bylaws or comparable governing documents of either Parent or Merger Sub, ; or (iiB) assuming that all consents, approvals, authorizations authorizations, declarations and other actions described in Section 4.03(bpermits contemplated by clauses (A) through (E) of subsection (ii) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) with, result in any breach of, or violation of or constitute a default (or an event thatwhich with or without notice, with notice or lapse of time or both, both would become a default) or result in the loss of a benefit under, or give rise to others any rights breach or violation of, a termination or right of termination, amendment, acceleration or cancellation of, or result other alteration in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant torights under, any material Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any property or asset of either of them is their respective properties are bound or affectedany Law to which Parent or Merger Sub is subject, except, with respect to clauses in the case of clause (iiB) and (iii)above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults termination, default, acceleration, loss, alteration or other occurrences occurrence that would not, individually or in the aggregate, prevent be reasonably likely to prevent, materially delay or materially delay impede the consummation of any of the Transactions transactions contemplated by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Charter Documents of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.4(b) have been obtained and all filings and obligations described in Section 4.03(b4.4(b) have been made, conflict with or violate any Law or Order applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) subject to obtaining the consents listed in Section 4.4(a) of the Parent Disclosure Letter, result in any breach ofof or any loss of any benefit under, or constitute a default (or an event that, with notice or lapse of time or both, would become a defaultdefault or breach) under, result in the acceleration of any obligation of Parent or give to others any rights of termination, amendment, acceleration or cancellation ofMerger Sub, or result in the creation of a Lien or other encumbrance on any a property or asset of Parent or Merger Sub pursuant to, any material Contract or obligation to which of Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedSub, except, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notthat, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by would not have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect.