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

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any 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 of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of this Agreement and the Transaction other Operative Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary do not, and the performance of each of this Agreement and the Transaction other Operative Agreements by the Company will not (in each case, with or any Subsidiary will notwithout the giving of notice or lapse of time, or both), subject to (x) with respect to the Merger, obtaining the requisite approval of this Agreement and the Merger by the Company’s shareholders in accordance with this Agreement and applicable Law, and (y) obtaining the consummation consents (the “Required Company Consents”), approvals, Authorizations and permits and making the filings described in Section 4.6(b) and Section 4.6(b) of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will notDisclosure Schedule, (i) conflict with or violate the Certificate certificate of Incorporation incorporation, bylaws or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (iii) assuming each except as may be specified in Section 4.6(a)(iii) of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveCompany Disclosure Schedule, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right of termination, unilateral amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any material property or asset of the Company or any Subsidiary of its Subsidiaries, or require the consent of any third party pursuant to, any note, bond, mortgage, indenture, contractContract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, except for such conflicts, violations, breaches, defaults or other occurrences, which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, not and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Byby-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany, (ii) assuming that all consents, approvals and other authorizations contemplated by clauses (i) through (ii) of subsection (b) below have been obtained, and all filings described in Section 5.05(b) such clauses have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takenmade, conflict with or violateviolate any law, in any material respectrule, any Law regulation, order, judgment or decree applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary is bound or affectedof their respective properties are bound, or (iii) assuming each except as set forth on Section 3.5(a)(iii) of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveCompany Disclosure Schedule, result in any material breach or violation of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) or result in the loss of a benefit under, or give rise to others any right of modification, termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a lien any Encumbrances (other than Encumbrances arising out of this Agreement or other encumbrance on restrictions imposed by law) upon any material property of the assets or asset properties of the Company or any Subsidiary pursuant toof its Subsidiaries, under any of the terms, conditions or provisions of any written or oral note, bond, mortgage, indenture, contract, binding commitment, agreement, leaseunderstanding, lease (including the lease of any store, distribution center, warehouse or corporate offices), license, permit, franchise permit or other instrument or obligation (each, a “Contract”) to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property of their respective properties or asset of the Company or any Subsidiary is bound or affectedassets may be bound.

No Conflict; Required Filings and Consents. (a) The Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 3.5(b) hereof, neither the execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, and nor the consummation of the Transactions applicable to the Company Merger or any Subsidiary other transactions contemplated hereby or thereby nor compliance by the Company or such Subsidiary (as with any of the case may be) provisions hereof will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takenviolate, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affectedwith, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material a breach of any provision of, or constitute a material default (or an event which, with notice or lapse of time or both, would become constitute a material default) under, or give to others any result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination, amendment, termination or acceleration or cancellation ofunder, or result in the creation of a lien any Lien upon any of the properties or other encumbrance on any material property or asset assets of the Company or any Subsidiary pursuant toof its Subsidiaries under, any of the terms, conditions or provisions of (x) their respective Charter Documents or Governing Documents, (y) any note, bond, charge, lien, pledge, mortgage, indentureindenture or deed of trust to which the Company or any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, contract, agreementor (z) any license, lease, license, permit, franchise agreement or other instrument or obligation to which the Company or any such Subsidiary is a party or by to which the Company or a Subsidiary they or any property of their respective properties or asset of assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any Subsidiary is bound of its Subsidiaries or affectedany of their respective properties or assets, except, in the case of clauses (i) (y) and (z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do does not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws Laws or any equivalent organizational documents of the Company or conflict with or violate the certificate of incorporation or by-laws or equivalent organizational documents of any Subsidiary taking into account the assumptions set forth in clause (iii) belowSubsidiary, (ii) assuming that all consents, approvals approvals, authorizations and other authorizations actions described in Section 5.05(bsubsection 3.6(b) have been obtained and that all filings and other actions obligations described in Section 5.05(bsubsection 3.6(b) have been made or takencomplied with, conflict with or violateviolate any foreign or domestic (federal, in any material respectstate or local) law, any Law statute, ordinance, rule, regulation, interpretation, permit, injunction, writ, judgment, decree or order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveconflict with, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give to others any 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 encumbrance charge or Encumbrance on any material property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise contract or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except with respect to the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of this Agreement and the Transaction Agreements Documents to which the Company it is or any Subsidiary is a will be party by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, of its obligations hereunder and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) thereunder will not, (i) conflict with or violate any provision of the Company Certificate of Incorporation or By-laws Company Bylaws or any equivalent similar organizational documents of any Company Subsidiary or to the Knowledge of the Company, any Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowJV, (ii) assuming that all consents, approvals approvals, authorizations and other authorizations permits described in Section 5.05(b3.4(b) have been obtained and that all filings and other actions notifications described in Section 5.05(b3.4(b) have been made and any waiting periods thereunder have terminated or takenexpired, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary Company Subsidiary, or to the Knowledge of the Company any Company JV, or by which any property or asset of the Company, any Company Subsidiary or any Subsidiary Company JV is bound or affected, affected or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiverequire any consent or approval under, result in any material breach of or any loss of any benefit under, or constitute a material change of control or default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any material property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company, any Company Subsidiary, or the Knowledge of the Company any Company JV, pursuant to, any Contract, Company Permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect (without giving effect to clause (iv) of the definition thereof) on the Company or (y) prevent or materially delay the performance by the Company of its obligations hereunder or under the Transaction Documents or the ability of the Company to take any Subsidiary is bound or affectedaction necessary to consummate the Merger.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.05 of the Company Disclosure Letter, the execution and delivery of each of this Agreement and the Transaction Ancillary Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary do not, and the performance of each of this Agreement and the Transaction Ancillary Agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as of the case may be) transactions contemplated hereby and thereby will not, not (i) conflict with or violate the Certificate Company Articles of Incorporation or Company By-laws Laws or any the equivalent organizational documents of any of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany's subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Subsidiary of its subsidiaries' properties or operations is bound or affected, affected or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveconflict with, result in any material breach of of, or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair the Company's or any of its subsidiaries' rights or entitle any party to rights or privileges that such party was not entitled to receive immediately before this Agreement or the Ancillary Agreements were executed, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance (other than a lien or other encumbrance Permitted Encumbrance) on any material property of the properties or asset assets of the Company or any Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries, or any property or asset of the Company its or any Subsidiary of its subsidiaries' properties, is bound or affected, except in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of each of this Agreement by the Transaction Agreements to which Company, the Company or any Subsidiary is a party performance by the Company or such Subsidiary do not, of its obligations hereunder and the performance of each of the Transaction Agreements consummation by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) transactions contemplated hereby will not, (i) conflict with or violate the Certificate articles of Incorporation incorporation or By-laws or any equivalent organizational documents bylaws of the Company or the comparable organizational documents of any Subsidiary taking into account the assumptions set forth in clause (iii) below, of its Subsidiaries; (ii) assuming that all consents, approvals and other authorizations Consents described in Section 5.05(b4.4(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takenand, if required, the Company Shareholder Approval is received, conflict with or violateviolate any federal, in any material respectstate, any Law local, foreign or supranational law, common law, case law, statute, ordinance, code, rule, regulation, order, judgment, decree, stipulation, writ, injunction, award, permit or license (collectively, “Law”) applicable to the Company or any Subsidiary of its Subsidiaries, or by which any property or asset of the Company them or any Subsidiary is of their respective properties or assets may be bound or affected, ; or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material a violation or breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit, or the creation of a lien or other encumbrance any Lien on any material property of the properties or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property of their respective properties or asset assets may be bound or affected (any of the foregoing referred to in clause (ii) above or this clause (iii) being a “Company Violation”), other than, in the case of clause (ii) or clause (iii) above, any Subsidiary is bound such Company Violations that would not reasonably be expected to, individually or affectedin the aggregate, have a Material Adverse Effect on the Company.

No Conflict; Required Filings and Consents. (a) a. The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do does not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will notCompany, and including the consummation of the Transactions applicable to Merger and the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) other Transactions, will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents Governing Documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowSubsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any United States federal or state, in any material respectlocal or foreign statute, any Law law, writ, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming each of (A) require the Amendment Company or any Subsidiary to the Certificate of Incorporationgive notice to, the Amended and Restated By-lawsor obtain any consent from, the Amendment to the Certificate of Designations of the Senior Preferred Stockany person under, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, (B) result in any material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or (C) give to others any right of termination, amendment, acceleration amendment or cancellation of, or result in the creation of a lien or other encumbrance on any material property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, permit or franchise or other similar instrument or obligation to which (iv) result (or, with the Company giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Subsidiary is a party Lien or by which the Company or a Subsidiary or other encumbrance on any property or asset of the Company or any Subsidiary is bound of its Subsidiaries, except, with respect to clauses “(ii)”, “(iii)” and “(iv)”, for any such filings, notices, permits, authorizations, consents, approvals, conflicts, violations, breaches, defaults or affectedother occurrences which would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each Except for any consent required under the terms of the Transaction Series A Preferred Shares and the Series B Preferred Shares and as set forth in Section 3.04(a) of the Company Disclosure Letter, the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary transactions contemplated hereby and thereby and compliance by the Company with any of the terms or such Subsidiary (as the case may be) provisions hereof or thereof, will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents Constituent Documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all consentsthe Governmental Approvals referred to in clauses (i), approvals (iii) and other authorizations described in (iv) of Section 5.05(b3.04(b) have been are obtained and that all filings and other actions described the filing in clause (ii) of Section 5.05(b3.04(b) have been made or takenis made, conflict with or violateviolate any Law, in judgment, writ or injunction of any material respect, any Law Governmental Entity applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) or require a Consent under, result in the loss of a benefit under or give to others any right of termination, amendment, acceleration acceleration, payment or cancellation of, of or result in the creation of a lien or other encumbrance on under any material property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property of their properties or asset assets is bound or affected or (iv) result in the creation of any Lien on any properties or assets of the Company or any Subsidiary is bound of its Subsidiaries, except in the case of clauses (ii), (iii) or affected(iv), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable Merger (subject to the Company or any Subsidiary adoption of the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement by the Company or such Subsidiary (as Required Vote) and the case may be) other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the Company Certificate of Incorporation or By-laws Company Bylaws, or the equivalent charter documents of any equivalent organizational documents Subsidiary of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material a breach of or constitute a material default (or an event whichthat with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both, would become a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of a lien or other encumbrance an Encumbrance on any material property or asset of the Company or any Subsidiary its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries, or any property or asset of the Company or any Subsidiary of its Subsidiaries, is bound or affected, except in the case of clauses (ii) and (iii) above for any such conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements consummation by the Company or any Subsidiary of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement and the performance by the Company of its obligations hereunder will not, and the consummation of the Transactions applicable to the Company conflict with, constitute or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material violation or breach of of, or constitute a material default (with or an event which, with without notice or lapse of time time, or both, would become a material default) under, or give rise to others any a right of, or result in a, termination (or right of termination), amendmentfirst offer, first refusal, modification, cancellation or acceleration of any obligation or cancellation ofto the loss of a benefit under, or result in the creation of a lien any Lien in or upon any of the properties, rights or other encumbrance on any material property or asset assets of the Company or any Subsidiary pursuant of its Subsidiaries under, (i) the Company Charter or the Company Bylaws, (ii) the organizational documents of, or stockholder agreement relating to, any noteof the Company’s Subsidiaries, (iii) any loan, credit agreement, bond, debenture, note, mortgage, indenture, lease, supply agreement, license agreement, development agreement or other contract, agreement, leaseobligation, licensecommitment or instrument (each, permitincluding all amendments thereto, franchise or other instrument or obligation a “Contract”) to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of them or any property of their respective properties, rights or asset of the Company or any Subsidiary other assets is bound or affectedsubject or (iv) assuming the Company Stockholder Approval and the consents, approvals, filings and other matters referred to in Section 3.05(b) are duly obtained or made, any Law or Order applicable to the Company, any of its Subsidiaries or their respective properties, rights or other assets, other than, in the case of clause (iii) only, any such conflicts, violations, breaches, defaults, rights, terminations, modifications, cancellations or accelerations, losses or creations of any Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, neither the Company nor any of its Subsidiaries is a party to (x) any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other hedging arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements) or any confirmation executed in connection with any such agreement or arrangement or (y) any other agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, prices of equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 4.05(a) of the Company Disclosure Schedule, including the Written Consent, and other notifications provided in the ordinary course of business have been made, obtained or given, the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or By-laws bylaws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 5.05(b4.05(b) have been made or takenobtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any noteMaterial Contract, bondexcept, mortgagewith respect to clauses (ii) and (iii), indenturefor any such conflicts, contractviolations, agreementbreaches, lease, license, permit, franchise defaults or other instrument occurrences which would not have or obligation reasonably be expected to which the have a Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Buyer and Merger Subsidiary do not, and the performance of each of the Transaction Agreements transactions contemplated herein by the Company or any Buyer and Merger Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws Bylaws or any equivalent organizational documents of the Company Buyer or any Subsidiary taking into account the assumptions set forth in clause (iii) belowMerger Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any law, in any material respectrule, any Law regulation, order, judgment or decree applicable to the Company Buyer or any Merger Subsidiary or by which any property or asset of the Company Buyer or any Merger Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, result in the loss of a material benefit under or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance an Encumbrance on any material property or asset of the Company Buyer or any Merger Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Buyer or any such Merger Subsidiary is a party or by which the Company Buyer or a such Merger Subsidiary or any property or asset of the Company Buyer or any such Merger Subsidiary is bound or affected, except in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Buyer from performing its obligations under this Agreement in any material respect, or would not, individually or in the aggregate, have a Buyer Material Adverse Effect (provided that, for purposes of this SECTION 5.04(a), the definition of Buyer Material Adverse Effect shall not include the exclusion in clause (iv) thereof).

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.6 of the Company Disclosure Schedule, neither the execution and delivery of each of this Agreement nor the Transaction Agreements to which the Company or any Subsidiary is a party performance by the Company or such Subsidiary do notof its obligations hereunder, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, and nor the consummation of the Transactions transactions contemplated hereby, will: (i) assuming the Company Voting Proposal is approved, conflict with the Company's Organizational Documents or the Organizational Documents of any of its Subsidiaries; (ii) assuming satisfaction of the requirements set forth in Section 3.6(b) below, violate any statute, law, ordinance, rule or regulation, applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws its Subsidiaries or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, their Assets; or (iii) assuming each of the Amendment to the Certificate of Incorporationviolate, the Amended and Restated By-lawsbreach, the Amendment to the Certificate of Designations of the Senior Preferred Stockrequire consent under, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result be in any material breach of conflict with or constitute a material default (or an event which, with notice or lapse of time or both, would become constitute a material default) under, or give to others permit the termination of any right of termination, amendment, acceleration or cancellation provision of, or result in the creation termination of, the acceleration of a lien the maturity of, or other encumbrance on the acceleration of the performance of any material property or asset obligation of the Company or any Subsidiary pursuant toof its Subsidiaries under, or result in the creation or imposition of any lien upon any Assets or business of the Company or any of its Subsidiaries under, or give rise to any Third Party's right of first refusal or other similar right under, any note, bond, indenture, mortgage, indenturedeed of trust, lease, or permit, authorization, license, contract, agreement, lease, license, permit, franchise instrument or other instrument agreement or obligation commitment or any order, judgment or decree to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property of their respective Assets are bound or asset of encumbered, or give any Person the right to require the Company or any Subsidiary is bound of its Subsidiaries to purchase or affectedrepurchase any notes, bonds or instruments of any kind, except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not cause a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowSubsidiary, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b4.05(b) have been made or takenobtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violateviolate any United States or non-United States national, in any material respectstate, any Law provincial, municipal, county or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") --- applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any 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 of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clause (ii) or (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay consummation of Offer or Merger, or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of this Agreement and the Transaction Agreements to which the Company or any Subsidiary is a party STB Option Agreement by the Company or such Subsidiary STB do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, this Agreement and the consummation of the Transactions applicable to the Company or any Subsidiary STB Option Agreement by the Company or such Subsidiary (as the case may be) will STB shall not, (i) conflict with or violate the Certificate Articles of Incorporation or By-laws Bylaws or any equivalent organizational documents of the Company STB or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its subsidiaries, (ii) assuming that all consents, approvals subject to obtaining the approval of STB's shareholders of the Merger and other authorizations described compliance with the requirements set forth in Section 5.05(b3.5(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takenbelow, conflict with or violateviolate any law, in any material respectrule, any Law regulation, order, judgment or decree applicable to the Company STB or any Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair STB's rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property or asset of the Company properties or assets of STB or any Subsidiary of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company STB or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary STB or any property of its subsidiaries or asset of the Company its or any Subsidiary is of their respective properties are bound or affected, except for any such breaches, defaults or other occurrences that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 3.05(a) of the Company Disclosure Schedule, the execution, delivery and delivery performance of this Agreement and each of the Transaction New Employment Agreements to which the Company or any Subsidiary it is a party by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will does not, and the consummation of the Transactions applicable to and the Company or any Subsidiary performance of this Agreement and such New Employment Agreements by the Company or and the compliance by the Company with any provisions of this Agreement and such Subsidiary (as the case may be) New Employment Agreements will not, (i) conflict with with, violate or violate result in a breach of any provision of the Certificate of Incorporation or By-laws or any equivalent organizational documents Organizational Documents of the Company or any Subsidiary taking into account of the assumptions set forth in clause (iii) belowCompany Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law or Order applicable to the Company or any Subsidiary of the Company Subsidiaries, or by which any property or asset of the Company or any Subsidiary is their respective properties are bound or affected, affected or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material a violation or breach of or the loss of any benefit under, or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on an Encumbrance on, any material property or asset of the properties of the Company or any Subsidiary of the Company Subsidiaries pursuant toto any of the terms or provisions of any Contract, any notelien, bond, mortgage, indenture, contract, agreement, lease, license, permitPermit, franchise or other instrument or obligation to which the Company or any Subsidiary of the Company Subsidiaries is or are a party or by which the Company or a Subsidiary or any property or asset of the Company Subsidiaries or any Subsidiary of their respective properties is or may be bound or affected, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other condition or state of facts that would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, or to prevent or materially delay the consummation by the Company of the Transactions.

No Conflict; Required Filings and Consents. (a) The Except as ------------------------------------------ disclosed on Schedule 3.05 of the disclosure letter from the Company to Merger Subsidiary dated as of the date hereof (the "Disclosure Letter"), the execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account (ii) to the assumptions set forth best knowledge of the Company, and subject to compliance with the Laws (as defined below) and filings referred to in clause (iiii) below, (iiof Section 3.05(b) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takenhereof, conflict with or violateviolate any United States federal, in state or local or any material respectforeign statute, law, rule, regulation, ordinance, code, order, or any Law other requirement or rule of law (a "Law"), applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming each to the best knowledge of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, Company result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any 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 of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a any Subsidiary or any property or asset of the Company or any Subsidiary either of them is bound or affected, except in the case of each of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the performance by the Company of its obligations under this Agreement or the consummation of the Offer, the Merger and the short-form merger referred to in Section 2.10 ("Short-Form Merger").

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of each of this Agreement, the Transaction Related Agreements to which it is a party or any instrument required by this Agreement to be executed and delivered by the Company or any Subsidiary is a party by of its Subsidiaries at the Company or such Subsidiary Closing do not, and the performance of each of this Agreement, the Transaction Agreements Related Agreement to which it is a party or any instrument required by this Agreement to be executed and delivered by the Company or any Subsidiary will notof its Subsidiaries at the Closing, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will shall not, (i) conflict with or violate the Certificate of Incorporation or By-laws Bylaws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law or Order in each case applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties or assets is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach or violation of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property of the properties or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, licenseContract, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property of their respective properties or asset of the Company or any Subsidiary assets is bound or affected, except (A) as set forth in Section 2.6(a) of the Company Disclosure Schedule or (B) in the case of clause (ii) or (iii) above, for any such conflicts, breaches, violations, defaults or other occurrences that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do Seller does not, and the performance of each of this Agreement and the Transaction Agreements transactions contemplated hereby by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will Seller shall not, (i) conflict with or violate the Seller Certificate or Seller Bylaws or the Certificates of Incorporation Incorporation, charters or By-laws or Bylaws of any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowSeller Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any federal, in any material respectstate or local law, any Law statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company Seller or any Seller Subsidiary or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property or asset of the Company properties or assets of the Seller or any Seller Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Seller or any Seller Subsidiary is a party or by which the Company Seller or a any Seller Subsidiary or any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences that individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect with respect to the Seller. The Board of Directors of the Seller has taken all actions necessary including approving the transactions contemplated herein.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary of its obligations under this Agreement will not, and subject to compliance with the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may berequirements set forth in Section 3.5(b) will notbelow, (i) conflict with or violate the Certificate certificate or articles of Incorporation incorporation, bylaws, partnership agreement or By-laws or any equivalent other organizational documents document of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any law, in any material respectstatute, any Law ordinance, rule, regulation, order, judgment or decree applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Subsidiary their respective properties is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance an Encumbrance on any material property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company, any Company or a Subsidiary or any property of their respective properties or asset of the Company or any Subsidiary assets is bound or affected, or (iv) result in any material breach of or constitute a material default (or an event which with notice or lapse of time or both would become a material default) or give rise to any material rights to other parties under any Material Contract described in Section 3.12(a)(i), except, in the case of clauses (ii) and (iii) above for any such conflicts, violations, breaches, defaults or other alterations or occurrences that in the aggregate (A) would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and (B) would not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of the Transaction Agreements to which the Company or any Subsidiary is a party by the and Company or such Subsidiary do Operating Partnership does not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, this Agreement and the consummation of the Transactions applicable to Mergers and the Company or any Subsidiary other transactions contemplated hereby by the Company or such Subsidiary (as the case may be) and Company Operating Partnership will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate any provision of (A) the Company Charter, Company Bylaws, Company Partnership Certificate or Company Partnership Agreement or (B) any of Incorporation the organizational or By-laws or any equivalent organizational governing documents of the any other Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowSubsidiary, (ii) assuming that all consents, approvals approvals, authorizations and other authorizations permits described in Section 5.05(b4.5(b) have been obtained and that obtained, all filings and other actions notifications described in Section 5.05(b4.5(b) have been made and any waiting periods thereunder have terminated or takenexpired, conflict with or violate, in any material respect, violate any Law applicable to the Company, Company Operating Partnership or any Company Subsidiary or by which any property or asset of the Company, Company Operating Partnership or any Company Subsidiary is bound or affectedbound, or (iii) assuming each except as set forth on Section 4.5(a) of the Amendment to the Certificate of IncorporationCompany Disclosure Letter, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiverequire any consent or approval under, result in any material breach of or any loss of any benefit or material increase in any cost or obligation of the Company, Company Operating Partnership or any Company Subsidiary under, or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right of termination, amendmentacceleration, acceleration cancellation, or cancellation payment (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 Lien on any material property or asset of the Company, Company Operating Partnership or any Company Subsidiary pursuant to, any note, bond, mortgagedebt instrument, indenture, contract, agreement, ground lease, license, permit, franchise permit or other instrument or legally binding obligation to which the Company, Company Operating Partnership or any Company Subsidiary is a party party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or by which other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary of this Agreement do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will this Agreement shall not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents Bylaws of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law or Order in each case applicable to the Company or any Subsidiary or by which any property its properties or asset of the Company or any Subsidiary assets is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach or violation of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property of the properties or asset assets of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary its properties or any property or asset of the Company or any Subsidiary assets is bound or affected, except in the case of clause (ii) or (iii) above, for any such conflicts, breaches, violations, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution and delivery by the Company of this Agreement do not, and the performance of this Agreement shall not, require the Company to, obtain any Approval of any Person or Approval of, observe any waiting period imposed by, or make any filing with or notification to, any Governmental Authority, domestic or foreign, except for compliance with applicable requirements of the Securities Act, the Exchange Act and Blue Sky Laws, the pre-Merger notification requirements of the HSR Act or Foreign Competition Laws or where the failure to obtain such Approvals, or to make such filings or notifications, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary of this Agreement and the Option Agreement do not, and the performance of each of this Agreement and the Transaction Agreements by the Company or any Subsidiary Option Agreement will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in of its Subsidiaries or subject to Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken2.5(b), conflict with or violate, in any material respect, violate any Law in each case applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach or violation of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give rise to any loss of any material right or benefit under, or increase any obligation of the Company under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property of the properties or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property or asset of the Company or any Subsidiary their respective properties is bound or affected, except (i) as contemplated by Section 2.6 hereof or (ii) for any such conflicts, breaches, violations, defaults or other occurrences that would not (A) in the aggregate, have a Material Adverse Effect or (B) prevent or materially impair or delay the consummation of the Merger. The Board of Directors of the Company has directed that this Agreement be submitted to the stockholders of the Company for their approval and adoption. The affirmative approval and adoption, by vote or written consent, of the holders of Company Common Stock representing a majority of the votes that may be cast by the holders of all outstanding Company Common Stock (voting as a single class) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Merger. Prior to the execution and delivery of this Agreement, the Board of Directors of the Company has taken all requisite action to cause this Agreement and the transactions contemplated hereby to be exempt from the provisions of Section 203 of Delaware Law.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of this Agreement, the Transaction Agreements to which Stock Purchase Agreement, and the Company or any Subsidiary is a party Registration Rights Agreement by the Company or such Subsidiary do not, and neither the performance of each of this Agreement, the Transaction Agreements Stock Purchase Agreement, and the Registration Rights Agreement by the Company nor the Merger or other transactions contemplated hereby or by the Stock Purchase Agreement or the Registration Rights Agreement (nor any Subsidiary will not, and the consummation change in control of the Transactions applicable Company resulting therefrom), subject to the obtaining Company or any Subsidiary by the Company or such Subsidiary (as the case may be) Stockholder Approval, will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents Laws of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, violate in any material respectrespect any law, any Law rule, regulation, order, judgment, or decree applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary is their respective properties are bound or affectedaffected (assuming compliance with the requirements set forth in clauses (i), (ii), (iii), (iv) and (v) of Section 3.5(b)), or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration acceleration, or cancellation of, or give to others any other rights pursuant to, or result in the creation of a lien or other encumbrance on any material property of the properties or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise franchise, or other instrument or obligation to which the Company or any Subsidiary its Subsidiaries is a party or by which the Company or a Subsidiary its Subsidiaries or any property or asset of the Company or any Subsidiary their assets is bound or affected, except as set forth in Section 3.5(a) of the Disclosure Schedule and except for any such breaches, defaults, or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of this Agreement and the Transaction other Operative Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary do and the Seller does not, and the performance of each of this Agreement and the Transaction other Operative Agreements by the Company and the Seller will not (in each case, with or any Subsidiary will notwithout the giving of notice or lapse of time, or both), subject to (x) with respect to the Agreement, obtaining the requisite approval of this Agreement by the Company’s shareholders in accordance with this Agreement and applicable Law, and (y) obtaining the consummation consent, approval, authorization and permit and making the necessary filings described in Section 2.6 of the Transactions applicable to Seller Disclosure Schedule (the “Required Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will notConsent”), (i) conflict with or violate the Certificate articles of Incorporation incorporation, bylaws or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takento Seller’s Knowledge, conflict with or violate, in any material respect, materially violate any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming each to Seller’s Knowledge, except as to Government Contracts, and except as may be specified in Section 2.6(iii) of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveSeller Disclosure Schedule, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right of termination, unilateral amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any material property or asset of the Seller or the Company or require the consent of any Subsidiary third party pursuant to, any note, bond, mortgage, indenture, contractContract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Seller or the Company or any Subsidiary is a party or by which the Seller or the Company or a Subsidiary or any property or asset of the Seller or the Company or any Subsidiary is bound or affected, except for such conflicts, violations, breaches, defaults or other occurrences, which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Company.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Amended and Restated Certificate of Incorporation or of the Company, the Amended and Restated By-laws of the Company or any equivalent organizational documents of the any Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowSubsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b3.05(b) have been obtained and obtained, that all filings and other actions described in Section 5.05(b3.05(b) have been made or takentaken and, in the case of consummation of the Merger, the Stockholder Approval has been obtained, conflict with or violateviolate any United States or non-United States national, in any material respectstate, any Law provincial, municipal or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affectedsubject, or (iii) assuming each except as set forth on Section 3.05(a) of the Amendment to the Certificate Disclosure Letter, require any consent, approval or other action of Incorporationany person under any Material Contract, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, or result in any material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which the Company or any Company Subsidiary is a party or by which the Company or a Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affectedsubject, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, constitute a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of each of the Transaction Agreements this Agreement or any instrument required by this Agreement to which be executed and delivered by the Company or any Subsidiary is a party by of its Subsidiaries at the Company or such Subsidiary Closing do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, of its Subsidiaries of their obligations under this Agreement or any instrument required by this Agreement to be executed and the consummation of the Transactions applicable to delivered by the Company or any Subsidiary by of its Subsidiaries at the Company or such Subsidiary (as the case may be) will Closing, shall not, (i) conflict with or violate the Certificate of Incorporation or Byby-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any Law, Regulation or Order in any material respect, any Law each case applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach or violation of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any material property of the properties or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property or asset of the Company or any Subsidiary their respective properties is bound or affected, except (A) as set forth in Section 2.5(a) of the Company Disclosure Schedule or (B) in the case of clause (ii) or (iii) above, for any such conflicts, breaches, violations, defaults or other occurrences that would not (x) individually, or in the aggregate, have a Material Adverse Effect or (y) prevent or materially impair or delay the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 2.6 of the Disclosure Schedule, neither the execution and delivery of each of this Agreement nor the Transaction Agreements to which the Company or any Subsidiary is a party performance by the Company or such Subsidiary do notof its obligations hereunder, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, and nor the consummation of the Transactions transactions contemplated hereby, will: (i) conflict with the Company's articles of incorporation or bylaws; (ii) assuming satisfaction of the requirements set forth in Section 2.6(b) below, violate any statute, law, ordinance, rule or regulation, applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws its Subsidiaries or any equivalent organizational documents of the Company their properties or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, assets; or (iii) assuming each of the Amendment to the Certificate of Incorporationviolate, the Amended and Restated By-lawsbreach, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result be in any material breach of conflict with or constitute a material default (or an event which, with notice or lapse of time or both, would become constitute a material default) under, or give to others permit the termination of any right of termination, amendment, acceleration or cancellation provision of, or result in the creation termination of, the acceleration of a lien the maturity of, or other encumbrance on the acceleration of the performance of any material property or asset obligation of the Company or any Subsidiary pursuant toof its Subsidiaries, or cause an indemnity payment to be made by the Company or any of its Subsidiaries under, or result in the creation or imposition of any lien upon any properties, assets or business of the Company or any of its Subsidiaries under, any note, bond, indenture, mortgage, indenturedeed of trust, lease, franchise, permit, authorization, license, contract, agreement, lease, license, permit, franchise instrument or other instrument agreement or obligation commitment or any order, judgment or decree to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property of their respective assets or asset of properties is bound or encumbered, or give any Person the right to require the Company or any Subsidiary is bound of its Subsidiaries to purchase or affectedrepurchase any notes, bonds or instruments of any kind except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, of its obligations hereunder and the consummation by the Company of the Transactions transactions contemplated hereby, will not (i) violate or conflict with the Articles of Organization or the By-laws of the Company, (ii) subject to obtaining or making the notices, reports, filings, waivers, consents, approvals and authorizations referred to in paragraph (b) below, conflict with or violate any law, regulation, court order, judgment or decree applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary its Subsidiaries or by which any of their respective property or asset of the Company or any Subsidiary is bound or affected, or other than the filings required under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, (iii) assuming each of subject to obtaining or making the Amendment notices, reports, filings, waivers, consents, approvals and authorizations referred to the Certificate of Incorporationin paragraph (b) below, the Amended and Restated By-lawsrequire any consent, the Amendment to the Certificate of Designations of the Senior Preferred Stockapproval or authorization of, the Amendment to the Certificate of Designations of Junior Preferred Stockor declaration, and the Amendment to the Indenture has become effectivefiling or registration with, any Governmental Entity or (iv) result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendmentcancellation, vesting or acceleration or cancellation ofof any obligation under, or result in the creation of a lien lien, claim or other encumbrance on any material property of the properties or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, result in the loss of any benefit under (including an increase in the price paid by, or cost to, the Company or any of its Subsidiaries), require the consent of any other party to, or result in any obligation on the part of the Company or any of its Subsidiaries to repurchase (with respect to a bond or a note), any agreement, contract, instrument, bond, mortgagenote, indenture, contract, agreement, lease, license, permit, license or franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary Company, any of its Subsidiaries or any of their respective property or asset of the Company or any Subsidiary is bound or affected, except, in the case of clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, Xxxxx and the performance of each of the Transaction Agreements by the Company or any Subsidiary will Acquisition Corp. does not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) transactions contemplated hereby in accordance with its terms will not, not (i) conflict with or violate the Certificate articles of Incorporation incorporation or By-laws bylaws, or the equivalent organizational documents, in each case as amended or restated, of Xxxxx or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowits subsidiaries, including Acquisition Corp., (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any federal, in any material respectprovincial, any Law state, or local law, statute, ordinance, rule, regulation, order, judgment or decree, domestic or foreign, (collectively, "Laws") applicable to the Company Xxxxx or any Subsidiary of its subsidiaries, including Acquisition Corp., or by or to which any property or asset of the Company or any Subsidiary their respective properties is bound or affected, subject or (iii) assuming each of the Amendment except as described in Schedule 3.05 to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveXxxxx Disclosure Schedule, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or other encumbrance on any material property or asset of the Company properties or assets of Xxxxx or any Subsidiary of its subsidiaries, including Acquisition Corp., pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Xxxxx or any Subsidiary of its subsidiaries, including Acquisition Corp., is a party or by or to which the Company or a Subsidiary Xxxxx or any property or asset of the Company its subsidiaries, including Acquisition Corp., or any Subsidiary of their respective properties is bound or affectedsubject, except for any such conflicts or violations described in clause (ii) or breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or encumbrances described in clause (iii) that would not have a Xxxxx Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as of the case may be) Merger and the Other Transactions will not, not (i) contravene, conflict with with, violate or violate result in a breach of (A) the Certificate certificate of Incorporation incorporation or By-laws or any equivalent organizational documents bylaws of the Company or (B) similar organizational documents of any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b3.05(b) have been obtained and that all filings and other actions described in Section 5.05(b3.05(b) have been made or taken, contravene, conflict with or violateviolate any U.S. federal, in any material respectstate or local or foreign statute, any Law law, ordinance, regulation, rule, code, executive order, judgment, decree or other order (“Law”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affectedSubsidiary, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach or violation of or constitute a material default under (with or an event which, with without notice or lapse of time or both), would become require consent or result in a loss of a material default) benefit under, or give rise to a material obligation under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Liens resulting from the Financing) on any material property or asset of the Company or any Company Subsidiary pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a “Contract”) or under any Law or Permit, in each case, to which the Company or any Company Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (i)(B) and (ii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of this Agreement and the Transaction Agreements to which the Company or any Subsidiary is a party Termination Agreement by the Company or such Subsidiary do Seller does not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) Seller will not, (i) conflict with or violate the Certificate Articles of Incorporation or By-laws Bylaws or any equivalent organizational documents of Seller or any of its subsidiaries, (ii) subject to obtaining the approval of Seller’s stockholders in favor of approval and adoption of this Agreement and approval of the Sale, and obtaining the consents, approvals, authorizations and permits and making registrations, filings and notifications set forth in Section 4.5(b) hereof (or Section 4.5(b) of the Seller Disclosure Letter), to the best of Seller’s knowledge, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Seller, the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary of their respective subsidiaries or by which any property or asset of the Company or any Subsidiary their respective properties is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair the Company’s or any of its subsidiaries rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property of the properties or asset assets of the Company or any Subsidiary of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller, the Company or any Subsidiary of their subsidiaries is a party or by which Seller, the Company, any of their subsidiaries or any of their respective properties are bound or affected, except in the case of clauses (ii) and (iii), to the extent such conflict, violation, breach, default, impairment or other effect could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedits subsidiaries.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the this Agreement or any other Transaction Agreements Document (to which the Company is or any Subsidiary is will be a party party) by the Company or such Subsidiary do does not, and subject to receipt of the consents, approvals, authorizations or permits, filings, registrations and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.05(b), and assuming all other required filings, waivers, approvals, consents, authorizations, registrations and notices disclosed in Section 4.05(b) of the Company Disclosure Schedule have been made, obtained or given, the performance of each of this Agreement or any other Transaction Document (to which the Transaction Agreements Company is or will be a party) by the Company Company, will not (i) conflict with, result in a breach or default of any Subsidiary will notprovision of, and the consummation of the Transactions applicable to or violate, the Company Organizational Documents or the organizational documents of any Subsidiary by the Company or such Subsidiary (as the case may be) will notSubsidiary, (iii) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, affected or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any right of consent, notice, termination, amendment, acceleration or cancellation ofof (other than pursuant to any Plan), or result in the creation of a lien or other encumbrance material Lien on any material property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Company Subsidiary pursuant to, any contract to which the Company or any Company Subsidiary is bound a party or affectedby which their respective assets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements consummation by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) transactions contemplated hereby will not, (i) conflict with or violate the Certificate articles of Incorporation incorporation or By-laws bylaws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all consents, subject to making the filings and obtaining the approvals and other authorizations described identified in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken3.6(b), conflict with or violateviolate any statute, in rule, regulation or other legal requirement ("LAW") or temporary, preliminary or permanent order, judgment or decree ("ORDER") or any material respect, memorandum of understanding with any Law Governmental Entity ("MOU") applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (iii) assuming each subject to making the filings, obtaining the approvals and effecting any other matters identified in Section 3.6 of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveCompany Disclosure Letter, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property or asset of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, except, in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults, events, losses, rights, payments, cancellations, encumbrances or other occurrences that could not either (i) result in a default or event of default or accelerate or require that the Company or any of its Subsidiaries pay prior to the scheduled maturity date or repurchase or offer to repurchase indebtedness owed to any Person that is in excess of $5.0 million or indebtedness in excess of $20.0 million in the aggregate or (ii) with respect to any other obligation, document or instrument, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of this Agreement by Parent and the Transaction Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary Purchaser do not, and the performance by Parent and the Purchaser of each of the Transaction Agreements by the Company or any Subsidiary will not, their obligations hereunder and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) transactions contemplated hereby will not, (i) conflict with or violate the Certificate articles of Incorporation incorporation or By-laws bylaws or any equivalent organizational documents of Parent or the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowPurchaser, (ii) assuming that all consents, approvals Consents and other authorizations filings described in Section 5.05(b5.2(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takenmade, conflict with or violate, in any material respect, violate any Law applicable to Parent or the Company or any Subsidiary Purchaser or by which any property or asset of Parent or the Company or any Subsidiary Purchaser is bound or affected, affected or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any 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 of the Company or any Subsidiary Violation pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or the Company or any Subsidiary Purchaser is a party or by which Parent or the Company or a Subsidiary Purchaser or any property or asset of the Company or any Subsidiary is their respective properties may be bound or affected.. (b) No Consent of, or filing with, any Governmental Entity is required by Parent or the Purchaser in connection with the execution and delivery of this Agreement, the performance by Parent or the Purchaser of any of its obligations hereunder or the consummation by Parent or the Purchaser of the transactions contemplated hereby, except for (i) compliance with the HSR Act and any requirements of any other Antitrust Laws and (ii) Consents or filings the failure of which to be obtained or made would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated hereby or the performance by Parent or the Purchaser of any of their respective obligations hereunder. - 4 - 5 ARTICLE VI

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary of this Agreement do not, the execution and delivery by the Company of any instrument required hereby to be executed and delivered by the Company at the Closing will not, and the performance of each of the Transaction Agreements its agreements and obligations under this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation Company Charter or Company By-laws or any equivalent organizational documents of the Company Laws or any Subsidiary taking into account the assumptions set forth in clause (iii) belowDocuments, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any law, in any material respectrule, any Law regulation, order, judgment or decree applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) ), or impair the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property of the properties or asset assets (including intangible assets) of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property of their respective properties is bound or asset affected, or (iv) give rise to or result in any person having, or having the right to exercise, any pre-emptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company or any Subsidiary is bound of its Subsidiaries or affectedany of their respective assets or properties, other than, in the case of (iii) above, such breaches, defaults, impairments, rights of termination, amendment, acceleration or cancellation, or Liens that would not be reasonably expected to have, in the aggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a1) The execution execution, delivery and delivery performance of each of the Transaction Agreements Document to which the Company or any Subsidiary is a party by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will does not, and the consummation by the Company of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) contemplated thereby will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents Charter Documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law or Order applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, result in the loss of a material benefit under, or give to others any right of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property or asset of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, events, losses, rights, payments, cancellations, encumbrances or other occurrences that would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do does not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby will not, (i) violate the Company Charter Documents or the equivalent organizational documents of any of the Company's subsidiaries, (ii) subject to obtaining the Requisite Company Stockholder Approval and the consummation of consents, approvals, authorizations and permits, and making the Transactions filings and notifications, set forth in SECTION 3.6(b) hereof, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will notof its subsidiaries, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary or by which the Company, any property or asset of the Company its subsidiaries or any Subsidiary is of their respective assets and properties are bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time time, or both, would become a material default) under, or impair the rights of the Company or any of its subsidiaries under, or alter the rights or obligations of any person under, or give to others any right person any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property of the assets or asset properties of the Company or any Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation material Contract to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company, any of its subsidiaries or any of their respective assets and properties are bound or affected, except, with respect to clause (ii) and (iii) of this SECTION 3.6(a), for such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or a Subsidiary material adverse effect on the Company's ability to timely perform its obligations under this Agreement or any property or asset of consummate the Company or any Subsidiary is bound or affectedtransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by ‎Section 4.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 4.05(a) of the Company Disclosure Schedule, including the Written Consent, have been made, obtained or given, the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or By-laws bylaws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany Subsidiary, (ii) assuming that all consents, approvals approvals, authorizations, expiration or termination of waiting periods and other authorizations actions described in Section 5.05(b‎Section 4.05(b) have been obtained and that all filings and other actions obligations described in Section 5.05(b‎Section 4.05(b) have been made or takenmade, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of of, or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or a any Company Subsidiary or any of their property or asset of the Company or any Subsidiary assets is bound of affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or affectedother occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each None of the Transaction Agreements to which the Company execution, delivery or any Subsidiary is a party performance of this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements consummation by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to transactions contemplated by this Agreement (including the Company or any Subsidiary by the Company or such Subsidiary (as the case may beMergers) will not, will: (i) subject to obtaining the Company Stockholder Approval, conflict with or violate any provision of the Certificate of Incorporation Company Charter or By-laws Company Bylaws or any equivalent organizational or governing documents of the any Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, Significant Subsidiary; (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b3.04(b) have been obtained and that all filings and other actions notifications described in Section 5.05(b3.04(b) have been made and any waiting periods thereunder have terminated or takenexpired, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Company Subsidiary or by which any property of their respective properties or asset of the Company or any Subsidiary is bound or affected, assets; or (iii) assuming each of the Amendment to the Certificate of Incorporationrequire any consent or approval under, the Amended and Restated By-lawsviolate, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveconflict with, result in any material breach of or any loss of any benefit under, or constitute a material default under (with or an event which, with without notice or lapse of time time, or both), would become a material default) under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien (other than a Permitted Lien) upon any of the respective properties or other encumbrance on any material property or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Company Material Contract to which the Company or any Company Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affectedaffected or any Company Permit, except (x) with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, breaches, losses, changes of control, defaults, other occurrences or Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (y) as may arise as a result of facts or circumstances relating to Gold or its affiliates or Laws or Contracts binding on Gold or its affiliates.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of the Transaction Agreements Company and Sio NewCo does not and, subject to which receipt of the Company Required Approval and the consents, approvals, authorizations or any Subsidiary is a party permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by ‎Section 3.05(a), ‎Section 3.05(b) and ‎Section 3.05(c), the performance of the Transactions by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary Sio NewCo will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate of Incorporation articles or By-laws bylaws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany, (ii) assuming that all consents, approvals approvals, authorizations, expiration or termination of waiting periods and other authorizations actions described in Section 5.05(b‎Section 3.05(b) have been obtained and that all filings and other actions obligations described in Section 5.05(b‎Section 3.05(b) have been made or takenmade, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, licenseContract, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company any asset or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (a)(ii) and (a)(iii) for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each Except as set forth on Schedule 3.5(a) of the Transaction Agreements to which Company Disclosure Letter, and assuming the Company or any Subsidiary is a party accuracy of the representation set forth in Section 4.21, the execution, delivery and performance of this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to Merger and the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) other transactions contemplated hereby do not and will not, not (i) breach, violate or conflict with or violate the Company Certificate of Incorporation or By-laws Company Bylaws or any equivalent the certificates of incorporation, bylaws or other comparable organizational documents of the Company or any Subsidiary taking into account subsidiaries of the assumptions set forth in clause (iii) belowCompany, (ii) assuming that all consents, approvals and other authorizations contemplated by subsection (b) below have been obtained, all filings described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) such clauses have been made or takenand the Company Requisite Vote has been obtained, conflict with with, breach or violateviolate any Law, in any material respectrule, any Law regulation, order, judgment or decree applicable to the Company or any Subsidiary of its subsidiaries or any of the Company Joint Ventures or by which any property or asset each of the Company them or any Subsidiary is of their respective properties or assets are bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach or violation of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) ), require a consent or result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation or amendment of, or acceleration or cancellation ofearly amortization of any indebtedness under, or result in the creation of a lien or other encumbrance Lien (except in all cases for Company Permitted Liens) on any of the material property or asset assets of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which the Company Company, or any Subsidiary Affiliate thereof, is a party or by which the Company or a Subsidiary any of its Affiliates or its or their respective properties or assets are bound (including any property or asset Contract to which an Affiliate of the Company is a party), except, in the case of clause (ii) and clause (iii), for any such conflict, violation, breach, default, loss, right or any Subsidiary is bound other occurrence which would not reasonably be expected to have, individually or affectedin the aggregate, a Company Material Adverse Effect and which would not reasonably be expected to prevent or materially delay the consummation by the Company of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of this Agreement and the Transaction Parent Voting Agreements to which the by Company or any Subsidiary is a party by the Company or such Subsidiary do not, and the performance of each of this Agreement and the Transaction Parent Voting Agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCharter Documents, (ii) assuming that all consents, approvals subject to obtaining the approval of Company's stockholders of the Merger and other authorizations described compliance with the requirements set forth in Section 5.05(b2.5(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takenbelow, conflict with or violateviolate any law, in any material respectrule, any Law regulation, order, judgment or decree applicable to the Company or any Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) assuming each except as set forth in Section 2.5(a) of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveCompany Schedule, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property or asset of the properties or assets of Company or any Subsidiary of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries or its or any property of their respective properties are bound or asset affected. Section 2.5(a) of the Company Schedule lists all consents, waivers and approvals under any of Company's or any Subsidiary is bound of its subsidiaries' agreements, contracts, licenses or affectedleases required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate were not obtained, would result in a material loss of benefits or any material liability to Company, its subsidiaries, Parent or the Surviving Corporation.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which by each Liggxxx Xxxty, the Company or any Subsidiary is a party consummation by each Liggxxx Xxxty of the Company or such Subsidiary do not, transactions contemplated thereby and compliance by each Liggxxx Xxxty with all of the performance provisions of each of the Transaction Agreements by the Company or any Subsidiary to which it is a party will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Byby-laws of any Liggxxx Xxxty or any equivalent comparable organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowdocuments, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any statute, in any material respectordinance, any Law rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary Liggxxx Xxxty, or by which any property or asset of the Company them or any Subsidiary is bound of their respective properties or assets are bound, encumbered or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material a violation or breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in any loss of any material benefit to, or result in increased, additional, accelerated or guaranteed rights or entitlements of any person under, or the creation of a lien or other encumbrance any Lien on any material property or asset of the Company or any Subsidiary Marks pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary Liggxxx Xxxty is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is Marks are bound or affected. None of the execution and delivery of any of the Transaction Agreements by any Liggxxx Xxxty, the consummation by each Liggxxx Xxxty of the transactions contemplated thereby or compliance by each Liggxxx Xxxty with any of the provisions of any of the Transaction Agreements to which it is a party will require any consent, waiver, approval, authorization or permit of, license, or registration or filing with, or notification to any government or subdivision thereof, domestic, foreign or supranational or any administrative, governmental or regulatory authority, agency, commission, tribunal or body, domestic, foreign or supranational (a "GOVERNMENTAL ENTITY"), except for (i) the filing of the Certificate pursuant to the Delaware Act and (ii) compliance with the HSR Act.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party Documents by the Company or such Subsidiary Target do not, and the performance of each the Transaction Documents by Target will not, subject to, (x) with respect to the Merger, if applicable, obtaining the Stockholder Approval of the Transaction Agreements Documents by the Company or any Subsidiary will notTarget's stockholders in accordance with this Agreement and Delaware Law, and (y) obtaining the consummation consents, approvals, authorizations and permits and making the filings described in Section 3.05(b) of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will notthis Agreement, (i) conflict with or violate the Certificate of Incorporation or By-laws Bylaws of Target or any equivalent (ii) conflict with or violate the organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause of Target, (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any domestic (federal, in any material respectstate or local) or foreign law, any Law rule, regulation, order, judgment or decree (collectively, "Law" or "Laws") applicable to the Company Target or any Subsidiary of its Subsidiaries or by which any property or asset of the Company Target or any Subsidiary of its Subsidiaries is bound or affected, or (iiiiv) assuming each except as described in Section 3.05(a)(iii) of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveTarget Disclosure Schedule, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, would both could become a material default) under, or give to others any right of termination, unilateral amendment, acceleration or cancellation of, or give to others any right to invalidate or terminate any purchase or other right to acquire property under, or result in the creation of a lien or other encumbrance on any material property or asset of the Company Target or any Subsidiary of its Subsidiaries or require the consent of any third party pursuant to, any note, bond, mortgage, indenture, evidence of Indebtedness, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Target or any Subsidiary of its Subsidiaries is a party or by which the Company Target or a Subsidiary any of its Subsidiaries or any property or asset of the Company Target or any Subsidiary of its Subsidiaries is bound or affected, except, in any of the cases enumerated in clauses (ii), (iii) and (iv), for such conflicts, violations, breaches, defaults, rights, liens and consents which individually or in the aggregate (x) would not reasonably be expected to have a Material Adverse Effect on Target, and (y) would not prevent or materially delay consummation of the Transactions or otherwise prevent Target from timely performance of its obligations under any of the Transaction Documents. For purposes of this Agreement, "Indebtedness" shall mean, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (iv) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such Person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such Person's business), (v) all capitalized lease obligations of such Person, (vi) all obligations of others secured by a lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (vii) all obligations of such Person under interest rate or currency hedging transactions (valued at the termination value thereof), (viii) all letters of credit issued for the account of such Person and (ix) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which by the Company or any Subsidiary of the Principal Shareholders of this Agreement, the Related Agreements to which it or any of them is a party or any instrument required by this Agreement to be executed and delivered by the Company or such Subsidiary any of its Subsidiaries or any of the Principal Shareholders do not, and the performance of each of this Agreement, the Transaction Related Agreements to which it or he is a party or any instrument required by this Agreement to be executed and delivered by the Company or any Subsidiary will not, and the consummation of its Subsidiaries or any of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will Principal Shareholders, shall not, (i) conflict with or violate the Certificate of Incorporation Charter or By-laws Bylaws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all subject to the filings and other actions described matters referred to in Section 5.05(b) have been made or taken4.6(b), conflict with or violate, violate in any material respect, respect any Law or Order in each case applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties, rights or assets is bound or affected, or (iii) assuming each the receipt by the Company of the Amendment Approvals referred to the Certificate of Incorporation, the Amended in Section 4.6(a) and Restated By-laws, the Amendment to the Certificate of Designations Section 4.6(b) of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveCompany Disclosure Schedule, result in any material breach or violation of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the termination of any Material Contract or in the creation of a lien or other encumbrance material Lien on any material property of the properties, rights or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, licenseContract, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property of their respective properties, rights or asset of the Company or any Subsidiary assets is bound or affected, except as set forth in Section 4.6(a) of the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate Articles of Incorporation Association or By-laws or the Charter Documents of any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowSubsidiary, (ii) assuming that all consents, approvals subject to obtaining the Company Required Approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takenthe Company Shareholder Approval, conflict with or violate, in any material respect, violate any Law or Order applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) assuming each subject to filing the IIA Notice and the IIA Undertaking and obtaining the Investment Center Approval, conflict with or violate any of the Amendment terms or requirements of, or give a Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, modify or exercise any right or remedy, or require any refund or recapture with respect to, any Government Grant or other Permit, or any benefit provided or available under any Government Grant or other Permit that is held by the Certificate of IncorporationCompany or any Company Subsidiary, (iv) subject to obtaining the Amended and Restated By-laws, the Amendment to the Certificate of Designations consents listed in Section 3.5(a) of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveCompany Disclosure Letter, result in any material breach of or of, constitute a material default (or an event whichthat, with notice or lapse of time or both, would become a material defaultdefault or breach) under, result in the acceleration of any obligation or give to others any right loss of terminationa benefit of the Company or a Company Subsidiary pursuant to, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Company Subsidiary is bound pursuant to, or affectedgive rise to a right of termination or cancellation pursuant to, any Company Material Contract, or (v) result in the imposition or creation of any Lien (other than Permitted Liens) upon any asset owned or used by the Company or any Company Subsidiary, except, in the case of clauses (ii), (iii), (iv) and (v), for any such conflicts, violations, breaches, defaults, Liens or other occurrences that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, of its obligations hereunder and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) Merger will not, (i) conflict with or violate any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of the Company or any equivalent organizational documents of the any Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowSubsidiary, (ii) assuming that all consents, approvals approvals, authorizations and other authorizations permits described in Section 5.05(b4.05(b) have been obtained and that all filings and other actions notifications described in Section 5.05(b4.05(b) have been made or takenmade, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, affected or (iii) assuming each except as set forth in Section 4.05(a) of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveCompany Disclosure Schedule, result in any material breach of or constitute a material default (or an event which, which with the giving of notice or lapse of time or both, both would reasonably be expected to become a material default) under, or give to others any 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 of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected, individually or in the aggregate, (A) to have a Company Material Adverse Effect or (B) to prevent or materially delay the performance by the Company of its obligations pursuant to this Agreement or any Subsidiary is a party or the consummation of the Merger. (b) The execution and delivery of this Agreement by which the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the Merger will not, require any consent, approval, authorization or a Subsidiary permit of, or filing by the Company with or notification by the Company to, any property or asset Governmental Entity, except (i) pursuant to applicable requirements of the Exchange Act, the Securities Act, Blue Sky Laws, the rules and regulations of Nasdaq, state takeover laws, the premerger notification requirements of the HSR Act, if any, the filing and recordation of the Certificate of Merger as required by the Delaware General Corporation Law, and as set forth in Section 4.05(b) of the Company Disclosure Schedule, and (ii) where failure to obtain such consents, approvals, authorizations or any Subsidiary is bound permits, or affectedto make such filings or notifications, would not reasonably be expected, individually or in the aggregate, (A) to have a Company Material Adverse Effect or (B) to prevent or materially delay the performance by the Company of its obligations pursuant to this Agreement or the consummation of the Merger. SECTION 4.06.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each Seller of each of the Transaction Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary this Agreement do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, this Agreement and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) transactions contemplated hereby will not, (i) conflict with or violate the Certificate of Incorporation or By-laws Bylaws or any equivalent organizational documents of the Company any Seller or any Subsidiary taking into account the assumptions set forth in clause (iii) belowTarget Company, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, violate any Law or Order in each case applicable to any material respectSeller, any Law applicable to the Target Company or any Subsidiary Business or by which any property or asset of the Company its or any Subsidiary of their respective properties, rights or assets (including Intellectual Property) is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach or violation of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair any Seller's, any Target Company's or any Business' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration acceleration, penalties, increased obligations or fees or cancellation of, or result in the creation of a lien or other encumbrance an Encumbrance on any material property or asset of the properties, rights or assets of any Seller, any Target Company or any Subsidiary Business pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, licenseContract, permit, franchise or other instrument or obligation to which the Company any Seller or any Subsidiary Target Company is a party or by which the Company or a Subsidiary or any property or asset of the Seller, any Target Company or any Subsidiary Business or its or any of their respective properties, rights or assets is bound or affected, or (iv) result in the creation of any Encumbrance on (x) the Shares, (y) the properties or assets of any Target Company or (z) the Transferred Assets and Assumed Liabilities, except (A) as set forth in Section 2.6(a) of the Sellers Disclosure Schedule and (B) in the case of clause (ii), (iii) or (iv) above, for any such conflicts, breaches, violations, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Assuming (i) the requirements of the Exchange Act and any applicable state securities, "blue sky" or takeover Law are met and (ii) the filing of the California Agreement of Merger and other appropriate merger documents, including without limitation the written opinion of the Company's Financial Advisor, as required by the CGCL, is made, none of the execution and delivery of each of this Agreement by the Transaction Agreements to which Company, the Company or any Subsidiary is a party consummation by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements transactions contemplated hereby or compliance by the Company or with any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) provisions hereof will not, (i) conflict with or violate the Certificate articles of Incorporation incorporation or By-laws or any equivalent organizational documents bylaws of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowcomparable organizational documents of its subsidiary, (ii) assuming that all consentsresult in a breach or violation of, approvals and a default under or the triggering of any payment or other authorizations described in material obligations pursuant to, any of the Company's existing Employee Benefit Arrangements or any grant or award made under any of the foregoing, (iii) except as disclosed on Section 5.05(b4.4(a) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takenof the Company Disclosure Schedule, conflict with or violate, violate in any material respectrespect any statute, any Law ordinance, rule, regulation, order, judgment, decree, permit or license applicable to the Company or any Subsidiary its subsidiary, or by which any property or asset of the Company them or any Subsidiary is of their respective properties or assets may be bound or affected, or (iiiiv) assuming each except as disclosed on Section 4.4(a) of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveCompany Disclosure Schedule, result in any material a violation or breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit, or the creation of a lien or other encumbrance any Lien on any material property of the properties or asset assets of the Company or its subsidiary (any Subsidiary of the foregoing referred to in clause (ii), (iii) or this clause (iv) being a "Violation") pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary its subsidiary is a party or by which the Company or a Subsidiary its subsidiary or any property of their respective properties may be bound or asset affected, other than, in the case of clauses (iii) and (iv) above, any such Violations that, individually or in the aggregate, would not (A) reasonably be expected to have a Material Adverse Effect on the Company, (B) materially impair the ability of the Company to perform its obligations under this Agreement or any Subsidiary is bound (C) prevent or affectedmaterially delay consummation of the Offer or the Merger.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will notRelated Company whish is a party hereto, and nor the consummation issuance of the Transactions applicable to Securities as contemplated by this Agreement, nor any other Transaction Documents, nor the performance by the Company or any Subsidiary by the Related Company or such Subsidiary (as the case may be) will not, of its obligations hereunder and thereunder will: (i) conflict with or violate the Certificate of Incorporation or By-laws Company’s or any equivalent organizational documents of the Company Subsidiary’s or any Subsidiary taking into account the assumptions set forth in clause (iii) below, Related Company’s Governing Instruments; (ii) assuming that all consentsconflict with, approvals breach or violate any federal, state, foreign (including the Peoples’ Republic of China) or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, “Laws”) in effect as of the date of this Agreement and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, Related Company; or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or of, constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give to others any other entity any right of termination, amendment, acceleration or cancellation of, require payment under, or result in the creation of a lien or other encumbrance on any material property of the properties or asset assets of the Company or any Subsidiary or any Related Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary or any Related Company is a party or by which the Company or a any Subsidiary or any property or asset of the Related Company or any Subsidiary of their respective properties or assets is bound bound, other than such violations, conflicts, breaches, defaults, terminations, accelerations or affected.creations of liens that would not, in the aggregate, have a Material Adverse Effect except to the extent that stockholder approval may be required as a result of the Authorized Stock Proviso, in which event, the Company will seek stockholder approval to an increase in the authorized Common Stock sufficient to enable the Company to be in compliance with this Section 4.5. SECURITIES PURCHASE AGREEMENT BETWEEN GENESIS PHARMACEUTICALS ENTERPRISES, INC. AND XXXX INVESTMENTS, LLC

No Conflict; Required Filings and Consents. (a) The execution and delivery by Seller of each of this Agreement and the other Transaction Agreements Documents to which the Company or any Subsidiary is a party be executed and delivered by the Company or such Subsidiary do Seller hereunder does not, and the performance of each of the this Agreement and such other Transaction Agreements Documents by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) Seller will not, (ia) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents bylaws of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowSeller, (iib) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any Law, in any material respectorder, any Law judgment or decree applicable to the Company Seller or any Subsidiary of its subsidiaries or by which any property its or asset of the Company or any Subsidiary is their respective properties are bound or affected, or (iiic) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or modification in a manner materially adverse to Seller or its subsidiaries of any right or benefit under, or impair Seller’s or any of its subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration acceleration, repayment or repurchase, increased payments or cancellation ofunder, or result in the creation of a lien or other encumbrance an Encumbrance on any material property or asset of the Company properties or assets of Seller or any Subsidiary of its subsidiaries pursuant to, any noteContract, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Law or other instrument or obligation order to which the Company Seller or any Subsidiary is a party of its subsidiaries or by which the Company or a Subsidiary its or any property or asset of the Company or any Subsidiary is their respective properties are bound or affected, except in the case of (b) or (c) only, for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a material adverse effect on the ability of Seller to perform on a timely basis any of its material obligations under this Agreement or to consummate the transactions contemplated hereby. Except for listing the Company as a “discontinued operation” on Seller’s Annual Report on Form 10-K for fiscal year 2007, filing an appropriate report on Form 8-K and issuing an appropriate press release regarding same, the execution and delivery of this Agreement by Seller does not, and the performance of this Agreement by Seller will not, require any consent, approval, exemption, authorization or permit of, or filing with or notification to, any Governmental Entity.

No Conflict; Required Filings and Consents. (a) The Except to the extent disclosed in Section 3.5(a) of the Company Schedule, the execution and delivery of each of the Transaction Agreements to which the this Agreement by Company or any Subsidiary is a party by the Company or such Subsidiary do does not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will shall not, (i) conflict with or violate the Certificate of Incorporation Company Charter Documents or By-laws or any the equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof Company's Subsidiaries, (ii) assuming that all consents, approvals and other authorizations subject to obtaining the approval of Company Shareholders as described in Section 5.05(b) have been obtained Article II and that all filings and other actions described compliance with the requirements set forth in Section 5.05(b3.5(b) have been made or takenbelow, conflict with or violateviolate any law, in any material respectrule, any Law regulation, order, judgement or decree applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, affected or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or materially impair Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property or asset of the properties or assets of Company or any Subsidiary of its Subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property of their respective properties are bound or asset affected, except in the case of clauses (ii) or (iii), to the extent such conflict, violation, breach, default, impairment or other effect would not have, individually or in the aggregate, a Material Adverse Effect on Company, (iv) result in any payment becoming due to any director or officer of Company or any Subsidiary is bound or affectedincrease in any benefits otherwise payable under any Employee Plan or (v) result in any material payment becoming due to any other employee of Company or any Subsidiary or materially increase in any benefits otherwise payable under any Employee Plan.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable Merger (subject to the Company or any Subsidiary adoption of this Agreement by the Company or such Subsidiary (as Stockholder Vote) and the case may be) other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the Company Certificate of Incorporation or By-laws Company Bylaws, or any the equivalent organizational charter documents of the Company or any Subsidiary taking into account of the assumptions set forth in clause (iii) belowCompany, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affectedaffected (other than the Required Statutory Approvals), or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material a breach of or constitute a material default (or an event whichthat with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both, would become a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of a lien or other encumbrance an Encumbrance on any material property or asset of the Company or any Subsidiary its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries, or any property or asset of the Company or any Subsidiary of its Subsidiaries, is bound or affected, except in the case of clauses (ii) and (iii) above for any such conflicts, violations, breaches, defaults or other occurrences, individually or in the aggregate, that would not be reasonably likely to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do does not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws Laws, as amended or any equivalent organizational documents restated, of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, violate any Laws in any material respect, any Law effect as of the date of this Agreement applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary its properties is bound or affectedbound, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or other encumbrance on Encumbrance on, any material property of the properties or asset assets of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary its properties is bound or affectedsubject except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) operations or prospects of the Company, taken as a whole, or on the transactions herein contemplated ("Company Material Adverse Effect"). The execution and delivery of this Agreement by the Company and the performance of this Agreement by the Company does not require the Company to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entities, except for applicable requirements, if any, of (i) the Securities Act, the Exchange Act, the Blue Sky Laws, the National Association of Securities Dealers, and the filing and recordation of appropriate such documents as required by General Corporation Law of Delaware and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent the Company from performing its obligations under this Agreement or have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary of this Agreement and the Stock Option Agreements do not and will not, and the performance by Company of each of the Transaction Agreements by the Company or any Subsidiary its obligations hereunder and thereunder do not and will not, (i) violate or conflict with the Restated Certificate of Incorporation or the Amended and the consummation Restated By-laws of the Transactions Company, (ii) subject to obtaining or making the notices, reports, filings, waivers, consents, approvals or authorizations referred to in paragraph (b) below and to the adoption of this Agreement by the stockholders of the Company as set forth in Section 3.13(b), conflict with or violate any law, regulation, order, judgment or decree applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary its Subsidiaries or by which any of their respective property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, impair the Company's or any of its Subsidiaries' rights under or alter the rights or obligations of any other party to, give to others any right rights of termination, amendmentcancellation, vesting, modification, alteration or acceleration or cancellation ofof any obligation under, or result in the creation of a lien lien, claim or other encumbrance on any material property of the properties or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, require the consent of any other party to, or result in any obligation on the part of the Company or any of its Subsidiaries to repurchase (with respect to a debenture, bond or note), pursuant to any agreement, contract, instrument, debenture, bond, mortgagenote, indenture, contract, agreement, lease, license, permit, license or franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary Company, any of its Subsidiaries or any of their respective property or asset of the Company or any Subsidiary is bound or affected, except, in the case of clauses (ii) and (iii) above, as would not, in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.5(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by each of the Transaction Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary do Parties does not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, this Agreement and the consummation of the Transactions applicable to Mergers and the other transactions contemplated hereby by each of the Company or any Subsidiary by Parties will not, assuming receipt of the Company or such Subsidiary (as the case may be) will notStockholder Approval, (i) conflict with or violate any provision of (A) the Certificate Company Charter, the Company Bylaws, the certificate of Incorporation limited partnership of the Company Operating Partnership, the Company Partnership Agreement or By-laws the certificate of formation or limited liability company operating agreement of the Company OP General Partner or (B) any equivalent organizational or governing documents of the any other Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowSubsidiary, (ii) assuming that all consents, approvals approvals, authorizations and other authorizations permits described in Section 5.05(b4.5(b) have been obtained and that obtained, all filings and other actions notifications described in Section 5.05(b\t \* MERGEFORMAT 4.5(b) have been made and any waiting periods thereunder have terminated or takenexpired, conflict with or violate, in any material respect, violate any Law applicable to the a Company Party or any other Company Subsidiary or by which any property or asset of the a Company Party or any other Company Subsidiary is bound or affectedbound, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiverequire any consent or approval (except as contemplated by Section 4.5(b)) under, result in any material breach of or any loss of any benefit or material increase in any cost or obligation of a Company Party or any other Company Subsidiary under, or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others 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 Lien on any material property or asset of the a Company Party or any other Company Subsidiary pursuant to, any note, bond, mortgagedebt instrument, indenture, contract, agreement, ground lease, license, permit, franchise permit or other instrument or legally binding obligation to which the a Company Party or any other Company Subsidiary is a party party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or by which other occurrences, events or matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party by the Company of this Agreement and each Transaction Document to which it is or such Subsidiary do will be a party does not, and the performance of this Agreement and each of the Transaction Agreements by the Company Document to which it is or any Subsidiary will not, be a party and the consummation by it of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) transactions contemplated hereby and thereby will not, (i) conflict with or violate any provision of the Certificate of Incorporation or By-laws or any equivalent organizational documents Charter Documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained contemplated by, and that all filings and other actions described in in, Section 5.05(b4.5 of the Company Disclosure Letter are obtained or made (x) have been made or taken, conflict with or violate, in violate any material respect, any Law Legal Requirements applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, its Subsidiaries or (iiiy) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material breach or default) under, or impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of any third party under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance (other than a lien or other encumbrance Permitted Encumbrance) on any material property of the properties or asset assets of the Company or any Subsidiary pursuant toof its Subsidiaries, except as to clauses (x) and (y) as would not, individually or in the aggregate, reasonably be expected to result in any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise material Liability or other instrument the loss of any material right or obligation material benefit with respect to which the Company or any Subsidiary is a party of its Subsidiaries or prevent, materially delay or materially impede the performance by which the Company of its obligations under this Agreement or the consummation of the transactions contemplated hereby, or that arise as a Subsidiary result of any facts or circumstances relating to Purchaser or any property of its Affiliates, and (iii) require any material consent, approval, authorization or asset permit of, or filing with or notification to, any Governmental Authority, other than (w) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (“Exchange Act”), (x) as may be required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (the “HSR Act”) and for the expiration of the required waiting period thereunder, and (y) for the consents, approvals, authorizations and permits described in Section 4.5 of the Company or any Subsidiary is bound or affectedDisclosure Letter.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 4.4(a) hereto, the execution and delivery of each (w) this Agreement, (x) the unsecured subordinated convertible promissory note, dated the date hereof, in the aggregate principal amount of $5,000,000.00 issued to Parent (the "Note"), (y) the Intercreditor and Subordination Agreement, dated as of the Transaction Agreements to which date hereof, by and among Bank of America, N.A. as Agent, the Company, Good Guys California, Inc., and Parent (the "Intercreditor Agreement") and (z) the registration rights agreement, dated the date hereof, between Parent and the Company or any Subsidiary is a party (the "Registration Rights Agreement" and together with this Agreement, the Intercreditor Agreement and the Note, the "Transaction Documents") by the Company or such Subsidiary do does not, and the performance of each of the Transaction Agreements such agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate any law, regulation, court order, judgment or decree applicable to the Company or any of the Subsidiaries or by which its or any of their property is bound or affected, (ii) violate or conflict with the Certificate of Incorporation or By-laws Laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affectedSubsidiary, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or result in any, or give rise to others any right rights of termination, amendment, cancellation or acceleration of any obligations or cancellation ofany loss of any material benefit under, or result in the creation of a lien or other encumbrance Lien on any material property of the properties or asset assets (whether owned, leased or managed) of the Company or any Subsidiary of the Subsidiaries pursuant to, any note, bond, mortgage, indentureagreement, contract, agreement, lease, licenseinstrument, permit, license or franchise or other instrument or obligation to which the Company or any Subsidiary of the Subsidiaries is a party or by which the Company or a Subsidiary any of the Subsidiaries or its or any of their property (whether owned, leased or asset of the Company or any Subsidiary managed) is bound or affected, except for, in the case of clause (i), conflicts, violations, breaches or defaults which, individually or in the aggregate, would not be reasonably likely to (x) have a Material Adverse Effect, (y) impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (ai) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, its obligations hereunder and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (iA) conflict with or violate the Certificate certificate of Incorporation incorporation, bylaws or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account of its Subsidiaries; (B) subject to obtaining the assumptions Company Stockholder Approval and compliance with the requirements set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken4.1(d)(ii), conflict with or violateviolate any law, in any material respectrule, any Law regulation, order, judgment or decree applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary their respective properties is bound or affected, ; or (iiiC) assuming each except as set forth in Section 4.1(d)(i) of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveCompany Disclosure Schedule, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or alter the rights or obligations of any third party or the Company or its Subsidiaries under, or give to others any right rights of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any material property of the properties or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation (each, a “Contract”) to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property of their respective properties are bound or asset affected, except, in the case of clause (B) or (C) above, for any such conflicts, violations, breaches or defaults that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.1(d)(i) of the Company Disclosure Schedule, there are no consents, waivers and approvals under any Contracts required to be obtained by the Company or any Subsidiary is bound its Subsidiaries in connection with their entering into this Agreement or affectedthe consummation of the Transactions other than such consents, waivers and approvals for which the failure to obtain would not be reasonably likely to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Subject only to the filing and recordation of the Certificate of Merger pursuant to the DGCL, the execution and delivery of each of the Transaction Agreements to which this Agreement and the Company or any Subsidiary is a party Transaction Documents by the Company or such Subsidiary do does not, and the performance of each of this Agreement and the Transaction Agreements Documents by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, : (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company Company; (ii) conflict with or violate any Subsidiary taking into account the assumptions set forth in clause Law applicable to Company; (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takencontravene, conflict with or violateresult in a violation of, in or give any material respectGovernmental Entity or any other Person the right to challenge the Merger or any of the transactions contemplated by this Agreement or any of the Company Transaction Documents or to exercise any remedy or obtain any relief under, any Law applicable or any Order to the which Company or any Subsidiary or by which any property or asset of the assets owned, used or controlled by it is subject; (iv) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by Company or that otherwise relates to any Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporationassets owned, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, used or controlled by Company; (v) result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair the Company’s rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property or asset of the properties or assets of Company or any Subsidiary pursuant to, any noteCompany Material Contract; or (vi) cause the acceleration of any vesting of any awards for or rights to Company Common Stock or the payment of or the acceleration of payment of any change in control, bondseverance, mortgage, indenture, contract, agreement, lease, license, permit, franchise bonus or other instrument cash payments or obligation to which the issuance of Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset Common Stock. Section ‎3.4 of the Company Disclosure Letter sets forth a list of all material Contracts that require a consent to be obtained or any Subsidiary is bound a notice to be given in connection with the execution and delivery of this Agreement or affectedthe consummation of the Merger and the other transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary Purchaser do not, and the performance of each consummation by Purchaser of the Transaction Agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) transactions contemplated hereby will not, (i) conflict with or violate the Certificate articles of Incorporation incorporation, bylaws or By-laws other similar constituent documents of Purchaser or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowits Subsidiaries, (ii) assuming that all consentssubject Purchaser to making any filings, approvals notifications or registrations and other obtaining any approvals, consents or authorizations described identified in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken3.3(b), conflict with or violate, in any material respect, violate any Law or Order applicable to the Company Purchaser or any Subsidiary of its Subsidiaries or by which any property or asset of the Company Purchaser or any Subsidiary of its Subsidiaries is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, result in the loss of a material benefit under, or give to others any right of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property or asset of the Company Purchaser or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Purchaser or any Subsidiary of its Subsidiaries is a party or by which the Company Purchaser or a Subsidiary any of its Subsidiaries or any property or asset of the Company Purchaser or any Subsidiary of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, events, losses, rights, payments, cancellations, encumbrances or other occurrences that would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement, and all of the other agreements with respect to the Transactions in relation to which each of the Transaction Agreements to which the Company or any Subsidiary TRC and ESCT is contemplated as a party under this Agreement, by the Company or such Subsidiary each of TRC and ESCT do not, and the performance of this Agreement, and all of the other agreements with respect to the Transactions in relation to which each of TRC and ESCT is contemplated as a party under this Agreement, by each of TRC and ESCT will not (in each case, with or without the Transaction Agreements by the Company giving of notice or any Subsidiary will notlapse of time, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will notboth), (i) conflict with or violate the Certificate articles of Incorporation or By-laws incorporation of ESCT or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowits Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law applicable to the Company ESCT or any Subsidiary of its Subsidiaries or by which any property or asset of the Company ESCT or any Subsidiary of its Subsidiaries is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right of termination, unilateral amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any material property or asset of the Company ESCT or any Subsidiary of its Subsidiaries, or require the consent of any third party pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, licenseContract, permit, franchise or other instrument or obligation to which the Company ESCT or any Subsidiary of its Subsidiaries is a party or by which the Company ESCT or a Subsidiary any of its Subsidiaries or any property or asset of the Company ESCT or any Subsidiary of its Subsidiaries is bound or affected, except for such conflicts, violations, breaches, defaults or other occurrences, which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on ESCT or any of its Subsidiaries.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of this Agreement and the Transaction Ancillary Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary do not, and the performance of each of this Agreement and the Transaction Ancillary Agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as of the case may be) transactions contemplated hereby and thereby will not, (i) conflict with or violate the Company Certificate of Incorporation or Company By-laws Laws or any the equivalent organizational documents of any of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany's subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Subsidiary of its subsidiaries' properties or operations is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveconflict with, result in any material breach of of, or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance an Encumbrance on any material property of the properties or asset assets of the Company or any Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries, or any property or asset of the Company its or any Subsidiary of its subsidiaries' properties, is bound or affectedaffected except, in the case of clauses (ii) and (iii), for such conflicts, breaches, violations, defaults, impairments or alterations that would not prevent or delay consummation of the Merger, or otherwise prevent or delay the Company from performing its obligations under this Agreement, or would not otherwise reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or materially and adversely affect the Company's ability to consummate the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party performance by the Company or such Subsidiary do notof this Merger Agreement and all other Documents contemplated hereby, the fulfillment of and compliance with the performance of each of the Transaction Agreements by the Company or any Subsidiary will notrespective terms and provisions hereof and thereof, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as of the case may be) transactions contemplated hereby and thereby, do not and will not, : (i) conflict with with, or violate any provision of, the Certificate articles of Incorporation incorporation or By-laws or any equivalent organizational documents bylaws of the Company Company, the certificate or articles of incorporation or bylaws of any Subsidiary taking into account or the assumptions set forth in clause (iii) below, certificate or agreement of limited partnership of any Cellular Partnership; (ii) assuming that all subject to (A) obtaining the requisite approval and adoption of this Merger Agreement by the holders of two-thirds of the outstanding Company Common Shares, in accordance with Texas Law and the Company's articles of incorporation and bylaws and the satisfaction (or waiver by Acquiror) of Section 7.02(f) and (B) obtaining the consents, approvals approvals, authorizations and other authorizations described in Section 5.05(b) have been obtained permits of, and that all making filings with or notifications to, the applicable Governmental Entity pursuant to the applicable requirements, if any, of the Securities Act, Blue Sky Laws, the HSR Act, the Communications Act, the Federal Aviation Act, applicable state utilities Laws, applicable municipal franchise Laws and other actions described in Section 5.05(b) have been made or takenthe filing and recordation of the Articles of Merger as required by Texas Law, conflict with or violate, in any material respect, violate any Law applicable to the Company or Company, any Subsidiary or by which any property or asset of the Company Cellular Partnership, or any Subsidiary is bound or affected, or of their respective Assets; (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveconflict with, result in any material breach of or of, constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give to others under any 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 of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Agreement to which the Company or any Subsidiary Subsidiary, or, any Agreement to which any Cellular Partnership, is a party or by which the Company or a Company, any Subsidiary or any property Cellular Partnership or asset any of their respective Assets, may be bound; or (iv) result in or require the creation or imposition of, or result in the acceleration of, any indebtedness or any Encumbrance of any nature upon, or with respect to, the Company, any Subsidiary or any Cellular Partnership or any of the Company Assets now owned or hereafter acquired by the Company, any Subsidiary or any Subsidiary is bound Cellular Partnership; except for any such conflict or affectedviolation described in clause (ii), any such conflict, breach or default described in clause (iii), or any such creation, imposition or acceleration described in clause (iv) that would not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each None of the Transaction Agreements execution, delivery and performance of this Agreement by the Company, the acceptance for payment or acquisition of shares of Common Stock pursuant to which the Company or any Subsidiary is a party Offer, the consummation by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company Merger or any Subsidiary will not, and the consummation of the Transactions applicable to transactions contemplated by this Agreement, or the Company Company's compliance with any of the provisions of this Agreement will (with or any Subsidiary by the Company without notice or such Subsidiary (as the case may belapse of time, or both) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws (or any equivalent organizational documents documents) of (A) the Company or (B) any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all the consents, approvals and other authorizations described specified in Section 5.05(b4.5(b) have been obtained received and that all filings and other actions described in Section 5.05(b) the waiting periods referred to therein have been made or takenexpired, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of of, or constitute a material default (with or an event which, with without notice or lapse of time time, or both, would become a material default) under, or give rise in others to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien Lien, other than any Permitted Lien, upon any of the properties or other encumbrance on any material property or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, to any note, bond, mortgage, indentureindenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration or Lien that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary Merger by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate Articles of Incorporation or of the Company, the By-laws of the Company or any equivalent organizational documents of any Company Subsidiary (the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below“Constituent Documents”), (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b4.05(b) have been obtained and that all filings and other actions described in Section 5.05(b4.05(b) have been made or taken, conflict with or violateviolate any federal, in any material respectstate, any Law provincial, municipal or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affectedsubject, or (iii) assuming each violate any provisions of the Amendment ESOP (or the trust thereunder) or any Law applicable to the Certificate of IncorporationESOP, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, (iv) result in any material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or or, except as set forth in Section 4.20(b) of the Disclosure Schedule, give to others any 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 of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or a Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, (v) cause the suspension or revocation of any material Permit; or (vi) cause the Company or any Company Subsidiary to take any action or create an obligation for the Company or any Company Subsidiary to take any action that, if taken following the entry by the Company into this Agreement, would have required the consent of Parent pursuant to Section 6.01; except, with respect to clauses (ii) and (iv), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, constitute a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the this Agreement by Cody Company or any Subsidiary is a party by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will does not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) transactions contemplated hereby in accordance with its terms will not, (i) conflict with or violate the Certificate Articles of Incorporation or By-laws Bylaws, in each case as amended or any equivalent organizational documents restated, of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCody Company, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Cody Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary its assets is bound or affectedsubject or, or (iii) assuming each except, as of the Amendment date hereof, as to assets to be assigned to Cody Resources pursuant to the Certificate Assignment and Assumption Agreement and, as of Incorporationthe Closing, the Amended in fact, assigned pursuant thereto, and Restated By-laws, the Amendment except as described in Section 3.05 to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveCody Disclosure Schedule, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or other encumbrance on any material property or asset of the assets of Cody Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Cody Company or any Subsidiary is a party by or by to which the Company or a Subsidiary Cody Company, or any property or asset of the Company or any Subsidiary is its assets are bound or affectedsubject, except for any such conflicts or violations described in clause (ii) or breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or Encumbrances described in clause (iii) that would not reasonably be expected to have a Cody Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do does not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate Articles of Incorporation or By-laws Laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany Subsidiary, (ii) assuming that all consentssubject to obtaining the Company Required Approvals and, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or takenthe case of the Merger, the Required Shareholder Vote, if required, conflict with or violateviolate any U.S. or non-U.S. law (statutory, in common or otherwise), including any material respectstatute, any Law ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of a Governmental Authority of competent jurisdiction (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) assuming each subject to obtaining the consents that are required to be listed in Section 4.5(b) of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveDisclosure Schedule, result in any material breach of or constitute a material default (or an event whichthat, with notice or lapse of time or both, would become a material defaultdefault or breach) under, or (except with respect to Company Stock Options and Company RSU’s in connection with the treatment of such awards under Section 3.7 of this Agreement) give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property or asset of the Company or any Company Subsidiary pursuant to, or result in the loss of a material benefit under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Company Material Contract or other instrument or obligation material Permit to which the Company or any Company Subsidiary is a party or by which the Company or a any Company Subsidiary or any property or asset of the Company or any Subsidiary 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, individually or in the aggregate, would not reasonably be expected to (x) prevent or materially delay beyond the Outside Date the consummation of the Offer or the Merger or (y) have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.6 of the Company Disclosure Letter, the execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, of this Agreement and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as of the case may be) transactions contemplated hereby will not, (i) conflict with or violate the Certificate certificate of Incorporation incorporation or By-laws bylaws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all consentssubject to the Company making any filings, approvals notifications or registrations and other obtaining any approvals, consents or authorizations described identified in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken3.6(b), conflict with or violateviolate any domestic or foreign law, in any material respectstatute, any Law rule, regulation or other legal requirement ("LAW") or order, judgment, injunction or decree ("ORDER") applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with or without notice or lapse of time or both, both would become a material default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property or asset of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, events, losses, rights, payments, cancellations, encumbrances or other occurrences that, individually or in the aggregate, would not be reasonably expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.05 of the Company Disclosure Letter, the execution and delivery of each of this Agreement and the Transaction Ancillary Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary do not, and the performance of each of this Agreement and the Transaction Ancillary Agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as of the case may be) transactions contemplated hereby and thereby will not, not (i) conflict with or violate the Certificate Company Articles of Incorporation or Company By-laws Laws or any the equivalent organizational documents of any of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany’s subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Subsidiary of its subsidiaries’ properties or operations is bound or affected, affected or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveconflict with, result in any material breach of of, or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or impair the Company’s or any of its subsidiaries’ rights or entitle any party to rights or privileges that such party was not entitled to receive immediately before this Agreement or the Ancillary Agreements were executed, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance (other than a lien or other encumbrance Permitted Encumbrance) on any material property of the properties or asset assets of the Company or any Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries, or any property or asset of the Company its or any Subsidiary of its subsidiaries’ properties, is bound or affected, except in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, this Agreement and the consummation of the Transactions applicable to the Company or any Subsidiary Merger by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate Articles or the Regulations (including, for the avoidance of Incorporation doubt, any payment by Parent or By-laws the Surviving Corporation to any Securityholders of any Common Price Per Share, Common Escrow Merger Consideration, Preferred Escrow Merger Consideration or any equivalent organizational documents other merger consideration pursuant to the terms and conditions of Article III and the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowEscrow Agreement), (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b4.05(b) of this Agreement and the Requisite Shareholder Approvals have been obtained and that all filings and other actions described in Section 5.05(b4.05(b) of this Agreement have been made or taken, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or result in a right of guaranteed payment or loss of a benefit under, or give to others any other Person any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedaffected or (iv) except as set forth in Section 4.05(a) of the Disclosure Schedule, require the consent of any Person under any Listed Contract; except with respect to clauses (ii), (iii) or (iv), for any such conflicts, violations, breaches, defaults, failures to obtain consent or other occurrences that do not have, and would not reasonably be expected to have, an adverse effect on the Company in any material respect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do does not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws Laws, as amended or any equivalent organizational documents restated, of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, violate any Laws in any material respect, any Law effect as of the date of this Agreement applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary its properties is bound or affectedbound, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or other encumbrance on Encumbrance on, any material property of the properties or asset assets of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary its properties is bound or affectedsubject except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) operations or prospects of the Company, taken as a whole, or on the transactions herein contemplated ("Company Material Adverse Effect"). The execution and delivery of this Agreement by the Company and the performance of this Agreement by the Company does not require the Company to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entities, except for applicable requirements, if any, of (i) the Securities Act, the Exchange Act, the Blue Sky Laws, the National Association of Securities Dealers, and the filing and recordation of appropriate such documents as required by General Corporation Law of Delaware and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent the Company from performing its obligations under this Agreement or have a Company Material Adverse Effect. While the Company is not required to obtain any regulatory consents prior to the closing of this Agreement, the parties expressly acknowledge that the Company will be required to make the following filings with the SEC in connection with the execution of this Agreement and the performance of the Company's obligations hereunder.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do Matrix does not, and the performance by Matrix of each of the Transaction Agreements by the Company or any Subsidiary will notits obligations hereunder, and the including consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) transactions contemplated hereby, will not, not (i) conflict with or violate the Certificate Articles of Incorporation or By-laws Bylaws, or the equivalent organizational documents, in each case as amended or restated, of Matrix or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowits Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any federal, state, foreign or local law, statute, ordinance, rule or regulation (collectively, "Laws") in any material respect, any Law applicable to effect as of the Company date of this Agreement or any Subsidiary judgment, order or decree to which Matrix or any of its Subsidiaries is a party or by or to which any property or asset of the Company or any Subsidiary is their respective properties are bound or affected, subject or (iii) assuming each except as set forth in Section 3.05 of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveMatrix Disclosure Schedule, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) or require the approval or consent of or any notice to any third party under, or impair any of Matrix's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or other encumbrance on any material property or asset of the Company properties or assets of Matrix or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, lending agreement, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Matrix or any Subsidiary of its Subsidiaries is a party or by or to which the Company or a Subsidiary Matrix or any property of its Subsidiaries or asset any of their respective properties, rights in property, or data or information used in the conduct of business, are bound or subject, including but not limited to any Permit or Material Contract or any Matrix Basic Document (as such terms are defined in Sections 3.06, 3.16 and 3.13(b), respectively), but excluding from the foregoing clause (iii) any such conflicts, violations, breaches, defaults, approvals, consents, events, rights of termination, amendment, acceleration or cancellation, payment obligations, or liens or encumbrances that individually or in the aggregate could not reasonably be expected to have a material adverse effect. The Board of Directors of Matrix has and by their execution hereof all of Matrix Shareholders have approved the Merger, this Agreement and the transactions contemplated hereby. To the extent indicated in Section 3.05 of the Company or Matrix Disclosure Schedule, disclosure of any Subsidiary is bound or affectedmatter in Section 3.05 of the Matrix Disclosure Schedule will not limit the rights of Denbury arising under Sections 3.13, 7.13 and 7.14 below with respect to the matters disclosed.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement and each of the Transaction Ancillary Agreements to which the Company or any Subsidiary is will be a party by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will notparty, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) Transactions, do not and will not, : (i) conflict with or violate the Certificate of Incorporation result in a violation or By-laws breach of, or default under, any equivalent organizational documents provision of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, Organizational Documents; (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, result in a violation or breach of any material respect, provision of any Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, ; or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or of, constitute a material default (or an event whichthat, with notice or lapse of time or both, would become a material default) under, or require any consent of any Person pursuant to, give to others any right of termination, amendment, acceleration or cancellation of, allow the imposition or any fees or penalties or require the making of any payment, or result in the creation of a lien or other encumbrance any Encumbrance on any material property property, asset or asset right of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Material Contract to which the Company or any Subsidiary of its Subsidiaries is a party party, or by which the Company or a Subsidiary any of its Subsidiaries or any property of their respective properties, assets or asset rights are bound or affected, or any material Permit affecting the properties, assets or business of the Company or any Subsidiary of its Subsidiaries. (b) None of the Company or any of its Subsidiaries is bound required to file, seek or affected.obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by the Company of this Agreement and each of the Ancillary Agreements to which the Company will be a party or the consummation of the Transactions or in order to prevent the termination of any right, privilege, license or qualification of the Company or any of its Subsidiaries, except for (i) any filings required to be made under the HSR Act, (ii) any filings required under applicable foreign direct investment Laws, and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” Laws. Section 3.4

No Conflict; Required Filings and Consents. No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required for the execution, delivery or performance by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby, except (a) The execution and delivery of each compliance with any applicable requirements of the Transaction Agreements HSR Act, (b) compliance with any Permits relating to which the Company Business set forth on Section 3.4(b) of the Disclosure Schedule, (c) as may be necessary as a result of any facts or circumstances relating to Purchaser or any Subsidiary is a party by of its Affiliates or (d) any such other filings, notices, permits, authorizations, registrations, consents or approvals, the Company failure to make or such Subsidiary do not, and obtain would not reasonably be expected to prevent or delay beyond the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, and Outside Date the consummation of the Transactions applicable to transactions contemplated by this Agreement or have, individually or in the aggregate, a Company Material Adverse Effect. Assuming compliance with the items described in the preceding sentence, neither the execution, delivery or any Subsidiary performance of this Agreement by Seller, nor the Company or such Subsidiary (as consummation by Seller of the case may be) transactions contemplated hereby will not, (i) conflict with or violate result in any breach, violation or infringement of any provision of the Certificate respective Organizational Documents of Incorporation Seller or By-laws Holdco or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowits Subsidiaries, (ii) assuming that all consentsresult in a breach, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made violation or takeninfringement of, conflict or constitute (with or violate, in any material respect, any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, with without due notice or lapse of time or both, would become ) a material default) underdefault or give rise to the creation of any Lien (except Permitted Liens), or give to others any right of termination, amendment, acceleration cancellation or cancellation ofacceleration, in each case, under, any of the terms, conditions or provisions of any Contract or Permit to which Holdco or any of its Subsidiaries or any of their respective properties or assets are bound or affected by, or result (iii) violate any Law applicable to Holdco or any of its Subsidiaries or any of their respective properties or assets, except, in the creation case of a lien clause (ii) or other encumbrance on any material property clause (iii), as would not reasonably be expected to (a) prevent or asset delay beyond the Outside Date the consummation of the Sale or (b) have, individually or in the aggregate, a Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do does not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate of Incorporation or By-laws Laws, as amended or any equivalent organizational documents restated, of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, violate any Laws in any material respect, any Law effect as of the date of this Agreement applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary its' properties is bound or affectedbound, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or other encumbrance on Encumbrance on, any material property of the properties or asset assets of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary its' properties is bound or affected.subject except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) operations or prospects of the Company, taken as a whole, or on the transactions herein contemplated ("Company Material Adverse Effect"). The execution and delivery of this Agreement by the Company and the performance of this Agreement by the Company does not require the Company to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entities, except for applicable requirements, if any, of (i) the Securities Act, the Exchange Act, the Blue Sky Laws, the National Association of Securities Dealers, and the filing and recordation of such appropriate documents as required by General Corporation Law of Delaware and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent the Company from performing its' obligations under this Agreement or have a Company Material Adverse Effect. While the Company is not required to obtain any regulatory consents prior to the closing of this Agreement, it is expressly acknowledged by the parties that the Company will be required to make the following filings with the SEC in connection with the execution of this Agreement, the effectiveness of the Amendment and the performance of the Company's obligations hereunder. o Within 5 days after the execution of this Agreement, the Company will be required to file with the SEC and promptly distribute to its' stockholders an "Information Statement Pursuant to Section 14(f) of the Exchange Act " which discloses that effective on the 10th day after the mailing thereof, four individuals selected by Yifan will be appointed to the Board of Directors; o Within 15 days after the execution of the Agreement, the Company will be required to file with the SEC a Current Report on Form 8-K that provides detailed information on the business combination effected by this Agreement, including audited and unaudited historical financial information on Yifan and unaudited pro forma financial information; o Within 20 days after the execution of the Agreement, the Company will be required to file with the SEC an "Information Statement Pursuant to Section 14(c) of the Exchange Act" that provides the detailed disclosure on the Amendment; o After the Company has responded to any comments from the SEC's staff and is legally authorized to mail to its' stockholders the "Information Statement Pursuant to Section 14(c) of the Exchange Act," the Company intends to take such additional action as may be necessary to change the effective date of the Amendment to the date which is 20 days after the mailing date of the Information Statement;

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of the Transaction Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary Parties do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, this Agreement and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) its obligations hereunder will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate any provision of (A) the Certificate of Incorporation Company Governing Documents or By-laws the Merger Sub Governing Documents or (B) any equivalent organizational or governing documents of the any other Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowSubsidiary, (ii) assuming that all consents, approvals approvals, authorizations and other authorizations permits described in Section 5.05(b4.4(b) have been obtained and that obtained, all filings and other actions notifications described in Section 5.05(b4.4(b) have been made and any waiting periods thereunder have terminated or takenexpired, conflict with or violate, in any material respect, violate any Law applicable to the any Company Party or any other Company Subsidiary or by which any property or asset of the any Company Party or any other Company Subsidiary is bound or affectedbound, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiverequire any consent or approval (except as contemplated by Section 4.4(b)) under, result in any material breach of any obligation or any loss of any benefit or material increase in any cost or obligation of any Company Party or any other Company Subsidiary under, or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any 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 Lien on any material property or asset of the any Company Party or any other Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Contract or other instrument or obligation Company Permit to which the any Company Party or any other Company Subsidiary is a party party, except, as to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or by which other occurrences which, individually or in the aggregate, would not reasonably be expected to have a Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable Merger (subject to the Company or any Subsidiary approval of this Agreement by the Company or such Subsidiary (as Required Vote) and the case may be) other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the Company Certificate of Incorporation or By-laws Company Bylaws, or any the equivalent organizational charter documents of the Company or any Subsidiary taking into account of the assumptions set forth in clause (iii) belowCompany, (ii) assuming that all consents, approvals approvals, authorizations and other authorizations described in waivers contemplated by Section 5.05(b4.05(b) have been obtained obtained, and that all filings described therein have been made, and other actions described assuming the accuracy and completeness of the representations and warranties contained in Section 5.05(b) have been made or taken5.03(b), conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiverequire any consent or other action by any Person under, result in any material a breach of or constitute a material default (or an event whichthat with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both, would become a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the creation loss of a lien any right or other encumbrance on any material property or asset of benefit to which the Company or any Subsidiary pursuant toof its Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries, or any property or asset of the Company or any Subsidiary of its Subsidiaries, is bound or affectedaffected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of the Company or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or result in a failure of, or a material impairment or delay in, the ability of the Company to perform its material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each None of the Transaction Agreements to which the Company execution, delivery or any Subsidiary is a party performance of this Agreement by the Company or such Subsidiary do not, and the performance of each of Partnership or the Transaction Agreements consummation by the Company or any Subsidiary will not, the Partnership of the transactions contemplated by this Agreement will: (i) subject to obtaining the Company Requisite Vote and the consummation Partnership Requisite Vote, conflict with or violate any provision of the Transactions applicable to Company Charter, the Company Bylaws, the Certificate of Limited Partnership, the Partnership Agreement or any Subsidiary by the Company or such Subsidiary Deposit Agreements, as applicable; (as the case may beii) will not, (iA) conflict with or violate any provision of the Certificate of Incorporation or By-laws or any equivalent organizational documents of any Company Subsidiary (other than the Company or any Subsidiary taking into account the assumptions set forth in clause Partnership) and (iii) below, (iiB) assuming that all consents, approvals and other authorizations described in Section 5.05(b3.4(b) have been obtained and that all filings and other actions notifications described in Section 5.05(b3.4(b) have been made and any waiting periods thereunder have terminated or takenexpired, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company Subsidiary, or any Subsidiary is bound of their respective properties or affected, assets; or (iii) assuming each of the Amendment to the Certificate of Incorporationrequire any consent, the Amended and Restated By-lawsor approval under, the Amendment to the Certificate of Designations of the Senior Preferred Stockviolate, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effectiveconflict with, result in any material breach of of, or constitute a material default under (with or an event which, with without notice or lapse of time time, or both), would become a material default) under, or result in termination or give to others any right of termination, vesting, amendment, acceleration acceleration, cancellation, purchase or cancellation of, sale under or result in the triggering of any payment or creation of a lien Lien (other than a Permitted Lien) upon any of the respective properties or other encumbrance on any material property or asset assets (including rights) of the Company or any Subsidiary Company Subsidiary, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which the Company or any Company Subsidiary is a party (or by which the Company any of their respective properties or a Subsidiary assets (including rights) are bound) or any property or asset Company Permit, except, with respect to clauses (ii) and (iii), (x) as set forth in Section 3.4(a) of the Company Disclosure Letter, (y) as contemplated by Section 2.4 or any Subsidiary is bound (z) as would not, individually or affectedin the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each None of the Transaction Agreements to which execution, delivery and performance of this Agreement by the Company or any Subsidiary is a party Company, the consummation by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements transactions contemplated hereby or compliance by the Company with any of the provisions hereof (in each case other than in respect of the financing to be obtained contemplated by the Commitment Letters or any Subsidiary will not, and other financing obtained in connection with the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may betransactions contemplated hereby) will not, (i) conflict with or violate any provision of the Certificate certificate of Incorporation incorporation or Byby-laws or any equivalent organizational documents of the Company or the comparable organizational documents of any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its subsidiaries, (ii) assuming that all consents, approvals subject to the governmental filings and other authorizations described of matters referred to in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken4.5(b), conflict with or violateviolate any statute, in any material respectordinance, any Law rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary its subsidiaries, or by which any property or asset of the Company them or any Subsidiary is of their respective properties or assets may be bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material a violation or breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in any loss of any material benefit, or the creation of a lien or other encumbrance any Lien on any material of the property or asset assets of the Company or any Subsidiary of its subsidiaries (any of the foregoing referred to in clause (ii) or this clause (iii) being a "VIOLATION") pursuant to, any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries or any property or asset of the Company or any Subsidiary is their respective properties may be bound or affected, except in the case of the foregoing clauses (ii) or (iii) for any such Violations which, individually or in the aggregate, reasonably could not be expected to have a Material Adverse Effect on the Company.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of the Transaction Agreements to which the Company or any Subsidiary is a party by the Company or such Subsidiary and Holdings do not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 4.05(a) of the Company Disclosure Schedule, including the Written Consent, have been made, obtained or given, the performance of this Agreement by each of the Transaction Agreements by the Company or any Subsidiary and Holdings will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or By-laws bylaws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowCompany Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 5.05(b4.05(b) have been made or takenobtained and all filings and obligations described in Section 4.05(b) have been made, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of of, or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or a any Company Subsidiary or any of their property or asset of the Company or any Subsidiary assets is bound of affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or affectedother occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary Stockholder do not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) Stockholder will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause such Stockholder (iii) belowif any), (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violateviolate any law, in any material respectrule, any Law regulation, order, judgment or decree applicable to the Company or any Subsidiary such Stockholder or by which any property or asset of the Company it or any Subsidiary of its, his or her properties is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) under, or give to others another party any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material of the property or asset assets of such Stockholder, including, without limitation, the Company or any Subsidiary Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary such Stockholder is a party or by which the Company or a Subsidiary such Stockholder or any property of its, his or asset of the Company or any Subsidiary her properties is bound or affected, except for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of its obligations under this Agreement. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which the Stockholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by the Stockholder of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.5 of the Company Disclosure Schedule, the execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, this Agreement and the consummation of the Transactions applicable to Merger and the Company or any Subsidiary other transactions contemplated hereby by the Company or such Subsidiary (as the case may be) and its subsidiaries will not, (i) conflict with or violate the Restated Certificate of Incorporation or By-laws Laws (or any equivalent organizational documents documents) of (A) the Company or (B) any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its subsidiaries, (ii) assuming that all the consents, approvals and other authorizations described specified in Section 5.05(b3.5(b) have been obtained received and that all filings the waiting periods referred to therein have expired, and other actions described in Section 5.05(b) have any condition precedent to such consent, approval, authorization, or waiver has been made or takensatisfied, conflict with or violateviolate any domestic (Federal, in any material respectstate or local) or foreign law, any Law rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or any Subsidiary of its subsidiaries or by which any property or asset of the Company or any Subsidiary of its subsidiaries is bound or affected, affected or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or give to others any right of termination, amendment, acceleration acceleration, or cancellation of, or result in the creation of a lien or other encumbrance on any material property or asset of the Company or any Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indentureindenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries or any property or asset of the Company or any Subsidiary of its subsidiaries is bound or affected, except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not, individually or in the aggregate, have a Company Material Adverse Effect and would not prevent or materially delay the consummation of the Merger or the UTV Merger; provided, however, that for purposes of this Section 3.5(a), the definition of "Company Material Adverse Effect" shall be read so as not to include clause (iii) thereof.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do not, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, and the consummation of the Transactions applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) transactions contemplated hereby do not and will not, : (i) conflict with or violate the Certificate certificate of Incorporation incorporation or By-laws the bylaws (or any equivalent similar organizational documents documents) of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, of its subsidiaries; (ii) conflict with or violate any laws, statutes, rules, regulations, ordinances or Orders (as defined in Section 3.07) (collectively, “Laws”) applicable to the Company or any of its subsidiaries or by which its or any of their respective properties are bound or affected (assuming that all consents, approvals and other authorizations described in Section 5.05(bcontemplated by clauses (i), (ii) and (iii) of subsection (b) below have been obtained and that all filings and other actions described in Section 5.05(b) such clauses have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, made); or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or violation of, constitute a material default (default, require consent or an event which, with notice or lapse result in the loss of time or both, would become a material default) benefit under, give rise to any increased payment or any penalty or premium under, give rise to others a right to permit or require the purchase or sale of assets or securities under, give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any material property of the properties or asset assets of the Company or any Subsidiary of its subsidiaries (in each case, with or without notice or lapse of time or both) pursuant to, any contract (written or oral), obligation, plan, undertaking, arrangement, commitment, note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Approval (as defined in Section 3.04(b)) (collectively, “Contracts”) to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries or its or any property or asset of the Company or any Subsidiary is their respective properties are bound or affected, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, do not have and could not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do Buyer and Acquisition Sub does not, and the performance of each of the Transaction Agreements this Agreement by the Company or any Subsidiary will not, Buyer and Acquisition Sub and the consummation by the Buyer and Acquisition Sub of the Transactions applicable to transactions contemplated hereby (including the Company or any Subsidiary by the Company or such Subsidiary (as the case may beMerger) will not, (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Byby-laws (or any equivalent organizational documents documents) of the Company (A) Buyer or any Subsidiary taking into account the assumptions set forth in clause (iiiB) belowAcquisition Sub, (ii) assuming that all the consents, approvals and other authorizations described specified in Section 5.05(b5.4(b) have been obtained received and that all filings the waiting periods referred to therein have expired, and other actions described in Section 5.05(b) have any condition precedent to such consent, approval, authorization, or waiver has been made or takensatisfied, conflict with or violate, in any material respect, violate any Law applicable to the Company Buyer or any Subsidiary Acquisition Sub or by which any property or asset of the Company Buyer or any Subsidiary Acquisition Sub is bound or affected, affected or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, or require any consent, waiver or approval, or give rise to others any right of termination, amendment, cancellation or acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any material property obligation or asset loss of the Company any material benefit under any loan, guarantee of indebtedness or any Subsidiary pursuant tocredit agreement, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise concession, franchise, right or other instrument or obligation to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or any of its subsidiaries or any property, asset or right of the Company or any of its subsidiaries is bound or affected, or result (or with the passage of time or otherwise, would result) in the creation of a Subsidiary Lien, other than a Permitted Lien on any property or asset of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of the Company Buyer or any Subsidiary Acquisition Sub is bound or affected, other than, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of each of the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement by the Company or such Subsidiary do does not, and the performance of each subject to receipt of the Transaction Agreements filing and recordation of appropriate merger documents as required by the FBCA and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions referenced in Section 4.05(b) and set forth on Section 4.05(b) of the Company Disclosure Schedule, including the Written Consent, being made, obtained or any Subsidiary will notgiven, and the consummation of the Transactions applicable to the Company or any Subsidiary Merger by the Company or such Subsidiary (as the case may be) will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or By-laws bylaws or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) belowof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, violate any Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (iii) assuming each of the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock, the Amendment to the Certificate of Designations of Junior Preferred Stock, and the Amendment to the Indenture has become effective, result in any material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any Subsidiary pursuant toof its Subsidiaries, under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which the Company or any Subsidiary of its Subsidiaries is a party or by which the its assets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a Company or a Subsidiary or any property or asset Material Adverse Effect. The Contracts listed on Section 4.05(a) of the Company Disclosure Schedule are the only Contracts requiring a consent, approval, authorization, Order or other action of or filing with any Person as a result of the execution, delivery and performance of this Agreement or any Subsidiary Ancillary Agreement to which the Company is bound or affectedwill be a party or the consummation of the Transactions (each, a “Company Consent”).

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of each of this Agreement nor the Transaction Agreements to which the Company or any Subsidiary is a party performance by the Company or such Subsidiary do notof its obligations hereunder, and the performance of each of the Transaction Agreements by the Company or any Subsidiary will not, and nor the consummation of the Transactions transactions contemplated hereby, will: (i) assuming the Company Voting Proposals are approved, conflict with the Company's Organizational Documents or the Organizational Documents of any of its Subsidiaries; (ii) assuming satisfaction of the requirements set forth in SECTION 3.6(B) below, violate any material statute, law, ordinance, rule or regulation, applicable to the Company or any Subsidiary by the Company or such Subsidiary (as the case may be) will not, (i) conflict with or violate the Certificate of Incorporation or By-laws its Subsidiaries or any equivalent organizational documents of the Company or any Subsidiary taking into account the assumptions set forth in clause (iii) below, (ii) assuming that all consents, approvals and other authorizations described in Section 5.05(b) have been obtained and that all filings and other actions described in Section 5.05(b) have been made or taken, conflict with or violate, in any material respect, any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, their Assets; or (iii) assuming each except as set forth in Section 3.6(a)(iii) of the Amendment to the Certificate of IncorporationCompany Disclosure Schedule, the Amended and Restated By-lawsviolate, the Amendment to the Certificate of Designations of the Senior Preferred Stockbreach, the Amendment to the Certificate of Designations of Junior Preferred Stockrequire consent under, and the Amendment to the Indenture has become effective, result be in any material breach of conflict with or constitute a material default (or an event which, with notice or lapse of time or both, would become constitute a material default) under, or give to others permit the termination of any right of termination, amendment, acceleration or cancellation provision of, or result in the creation termination of, the acceleration of a lien the maturity of, or other encumbrance on the acceleration of the performance of any material property or asset obligation of the Company or any Subsidiary pursuant toof its Subsidiaries under, or result in the creation or imposition of any lien upon any Assets or business of the Company or any of its Subsidiaries under, or give rise to any Third Party's right of first refusal or other similar right under, any note, bond, indenture, mortgage, indenturedeed of trust, lease, or material permit, authorization, license, contract, agreement, lease, license, permit, franchise instrument or other instrument agreement or obligation commitment or any order, judgment or decree to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property of their respective Assets are bound or asset of encumbered, or give any Person the right to require the Company or any Subsidiary is bound of its Subsidiaries to purchase or affectedrepurchase any notes, bonds or instruments of any kind except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not cause a Company Material Adverse Effect.