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

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 property or asset of any Group Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permit, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other Transactions.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement consummation by the Company and the consummation of the Contemplated Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Certificate of association Incorporation or By-Laws of the Company or any equivalent organizational documents of any other Group Companysuch Subsidiaries, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to any Group the Company or its Subsidiaries or by which any property or asset of any Group the Company or its Subsidiaries is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under, or give to others any 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 lien or other encumbrance on any property or asset of the Company or of any Group Company of its Subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or of any of their respective properties its Subsidiaries or assets are any property or asset of the Company or of any of its Subsidiaries is bound or any Material Company Permit, affected; except, with respect to in the case of clauses (ii) and (iii)) above, for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent the Company from performing its obligations under this Agreement or any of the other Transaction Documents in any material respect, and would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the Operating Partnership of each of the Transaction Documents to which the Company or the Operating Partnership is a party, as applicable, and the consummation of the Transactions Merger and the other transactions contemplated by the Transaction Documents do not and will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Company Certificate of association of Incorporation or the Company Bylaws or any equivalent organizational documents of any other Group Companyof its subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (solely with respect to performance i) through (v) of this Agreement subsection (b) below have been obtained, and consummation of the Transactions) that the matters referred to all filings described in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedsuch clauses have been made, conflict with or violate any statuteLaw, law, ordinance, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to the Company or any Group Company of its subsidiaries or by which its or any property or asset of any Group Company is their respective properties and assets are bound or affected, affected or (iii) violate, conflict with, require consent under, result in any breach of, result in loss or violation of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) ), result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, result in triggering any payment or other obligations or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Group Company of its subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, franchise, permit or other instrument or obligation (each, a “Contract”) to which the Company or any Group Company of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties or assets are bound or any Material Company Permit, except, with respect to in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, loss, right or other occurrence that which has not had, and would not, individually or in the aggregate, result in or reasonably be expected to result in have, a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 4.4 hereto, the execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement such agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate any law, regulation, court order, judgment or decree applicable to the memorandum and articles Company or any of association the Subsidiaries or by which its or any of their property is bound or affected, (ii) violate or conflict with the Articles of Incorporation or By-Laws or equivalent organizational documents of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affectedSubsidiary, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or result in any, or give rise to others any right rights of termination, amendmentcancellation or acceleration of any obligations or any loss of any material benefit under or, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property of the properties or asset assets (whether owned, leased or managed) of the Company or any Group Company of the Subsidiaries pursuant to, any Contract agreement, contract, instrument, permit, license or franchise to which the Company or any Group Company of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or its or any of their respective properties property (whether owned, leased or assets are managed) is bound or any Material Company Permitaffected, exceptexcept for, with respect to clauses in the case of clause (ii) and (iiii), for any such conflictconflicts, violationviolations, breach, default, right breaches or other occurrence that would notdefaults which, individually or in the aggregate, result in or would not be reasonably be expected likely to result in (x) have a Company Material Adverse Effect Effect, (y) impair, in any material respect, the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, delay the consummation of the Merger transactions contemplated by this Agreement, the Subscription Agreement or other Transactionsthe Voting Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Buyer of this Agreement by and each of the Company do notAncillary Agreements to which the Buyer will be a party, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and thereby, do not and will not, not (with or without notice or lapse of time or both) (i) assuming that conflict with, violate, breach or constitute default under the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association Organizational Documents of the Company or any equivalent organizational documents of any other Group CompanyBuyer, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate violate, or give any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Governmental Authority the right to challenge any of the transactions contemplated hereby under any Law applicable to any Group Company the Buyer or by which any property or asset of any Group Company the Buyer is bound or affected, ; or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event whichthat, with notice or lapse of time or both, would become a default) under, result in acceleration of or give create in any party the right to others accelerate, terminate, cancel or otherwise modify, or require any right of termination, amendment, acceleration or cancellation consent of, or result in the creation giving of a Lien or other encumbrance on notice to, any property or asset of any Group Company Person pursuant to, any material Contract to which any Group Company the Buyer is a party or by is bound or to which any of their respective the properties or assets of the Buyer are bound subject, except for (A) in the case of the foregoing clause (ii), any such conflicts, violations, breaches, defaults or other occurrences that arise as a result of any facts or circumstances relating to the Seller or any Material Company Permit, except, with respect to clauses of its Affiliates and (iiB) and in the case of the foregoing clause (iii), for any such conflictconflicts, violationbreaches, breach, default, right defaults or other occurrence occurrences that would not, individually or in the aggregate, result in or reasonably be expected to result in be material to the Buyer and its Subsidiaries taken as a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other Transactionswhole.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by the Company do notCompany, and the performance of this Agreement by the Company of its obligations hereunder and the consummation by the Company of the Transactions transactions contemplated hereby will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum Restated Certificate of Incorporation or Amended and articles of association Restated Bylaws of the Company or any equivalent the comparable organizational documents of any other Group Companyof its Subsidiaries, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to all Consents described in Section 3.05(b4.4(b) are complied with have been made or obtained and the Requisite Company Vote Stockholder Approval is obtainedreceived, conflict with or violate any federal, state, local, foreign or supranational Law, statute, law, ordinance, regulationcode, rule, coderegulation, executive order, judgment, decree, stipulation, writ, injunction, judgmentaward, decree permit or other order license (collectively, “Law”) applicable to the Company or any Group Company of its Subsidiaries, or by which any property of them or asset any of any Group Company is their respective properties or assets may be bound or affected, or (iii) violate, conflict with, require consent under, result in any a violation or breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit, or the creation of a any Lien or other encumbrance on any property of the properties or asset assets of the Company or any Group of its Subsidiaries (any of the foregoing referred to in clause (ii) above or this clause (iii) being a “Company Violation”) pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets are may be bound or any Material Company Permitaffected, exceptother than, with respect to clauses in the case of clause (ii) and or clause (iii)) above, for any such conflict, violation, breach, default, right or other occurrence Company Violations that would notnot reasonably be expected to, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, on the consummation of the Merger or other TransactionsCompany.

No Conflict; Required Filings and Consents. (a) The Assuming compliance with the matters, and receipt of the approvals, referenced in Section 3.5(d) and the obtainment of the Company Required Vote, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions Merger and the other transactions contemplated by this Agreement will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate any provision of the memorandum and articles Company Certificate of association Incorporation or the Company Bylaws, or the equivalent organizational documents of any Subsidiary of the Company, (ii) conflict with or violate any Law applicable to the Company or its Subsidiaries or any property or asset of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, its Subsidiaries or (iii) violate, conflict with, require consent under, result in any a breach of, result in loss of benefit under, or constitute a 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 default) under, or give to others any right of termination, consent, 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 an Encumbrance (other than a Lien or other encumbrance Permitted Encumbrance) on any property or asset of any Group the Company or its Subsidiaries pursuant to, any Contract to which any Group Company is a party or by which any Material Contract, except in the case of their respective properties or assets are bound or any Material Company Permit, except, with respect to clauses (ii) and (iii), ) for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence occurrences that would not, individually or in the aggregate, result in or not reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement consummation by the Company and the consummation of the Contemplated Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Certificate of association Incorporation or the Bylaws of the Company or any equivalent organizational documents of any other Group Companyits Subsidiaries, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to any Group the Company or its Subsidiaries or by which any property or asset of any Group the Company or its Subsidiaries is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under, or give to others any 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 lien or other encumbrance on any property or asset of the Company or of any Group Company of its Subsidiaries pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or of any of their respective properties its Subsidiaries or assets are any property or asset of the Company or of any of its Subsidiaries is bound or any affected (the “Material Company Permit, Agreements”); except, with respect to in the case of clauses (ii) and (iii)) above, for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence occurrences that would not prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent the Company from performing its obligations under this Agreement or any of the other Transaction Documents in any material respect, and would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 property or asset of any Group Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets of any Group Company are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that occurrences which would not, individually or in the aggregate, result in or reasonably be expected to result in (x) prevent or materially delay the consummation of the Transactions or (y) have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by the Company do not, and the performance of this Agreement and the Plan of Merger by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote (if necessary) is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of any Governmental Authority (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 than Permitted Liens) on any property or asset of any Group Company pursuant to, any Contract or obligation to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflictbreaches, violation, breach, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in or reasonably be expected to result in not have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions and the Share Purchase will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the TransactionsTransactions and the Share Purchase) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedwith, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss or violation of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in loss of 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 on any property or asset of any Group Company pursuant to, any Contract or obligation to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, loss, right or other occurrence that which would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions Merger do not and will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association incorporation or bylaws of the Company or any equivalent organizational documents of any other Group CompanyCompany Subsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the TransactionsMerger) that the matters referred to in Section 3.05(b3.06(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any material breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract to which or obligation, or (iv) require any Group Company is a consent, approval or other authorization of, or filing with or notification to, any party or by which any of their respective properties or assets are bound or under any Material Company Permit, Contract; except, with respect to in the cases of clauses (ii) and through (iiiiv), for any such conflict, violation, breach, default, right or other occurrence that as would not, individually or in the aggregate, result in or not reasonably be expected to result in (A) have a Company Material Adverse Effect or (B) prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation performance by the Company of the Merger or other Transactionsits material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do and Merger Sub does not, and the performance of this Agreement by the Company and Merger Sub will not, and subject to receipt of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.5(a) of the Company Disclosure Schedule, the performance of this Agreement by the Company and Merger Sub and the consummation of the Transactions by the Company and Merger Sub will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles certificate of association incorporation or constituent documents of the Company or any equivalent organizational documents of any other Group CompanyCompany Subsidiary, (ii) assuming (solely compliance with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained4.5(b), conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 than any Permitted Lien) on any property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract to which the Company or any Group Company Subsidiary is a party or by which any of their respective properties property or assets are bound or any Material Company Permitaffected, except, with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, not individually or in the aggregate, result in aggregate have or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company Company, and the consummation of the Transactions Merger, will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association or other equivalent organizational documents of the Company or any equivalent organizational documents of any other Group Company, its Subsidiaries; (ii) assuming (solely with respect to performance of this Agreement all consents, approvals, authorizations and consummation other actions described in Section 4.05(b) have been obtained or taken and all filings and obligations described in Section 4.05(b) have been made or satisfied, and assuming receipt of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedShareholder Approval, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to the Company or any Group Company of its Subsidiaries or by which any property or asset of the Company or any Group Company of its Subsidiaries is bound or affected, ; or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or an Encumbrance (other encumbrance than Permitted Encumbrances) on any property or asset of the Company or any Group of its Subsidiaries pursuant to any note, bond, mortgage, indenture, deed of trust, contract, agreement or Company pursuant to, any Contract Permit or other instrument or obligation to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties asset or assets are property is bound or any Material Company Permitaffected, except, with respect to clauses clause (ii) and to (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in or not reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the TBOC and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions set forth on Section 4.05(a) of the Company Disclosure Schedule, including the Written Consent, being made, obtained or given, the performance of this Agreement by the Company and the consummation of the Transactions will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles certificate of association of the Company incorporation or bylaws or any equivalent organizational documents of the Company or any other Group CompanyCompany Subsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 than any Permitted Lien) on any material property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company PermitContract, except, with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in not have or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by the Company do not, and the performance of this Agreement and the Plan of Merger by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rulerule (including rules and regulations of applicable securities exchanges), code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 property or asset of any Group the Company pursuant to, any Contract to which any Group the Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would notnot have a Company Material Adverse Effect or would not be reasonably expected to, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent prevent, materially delay or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation ability of the Merger or other TransactionsCompany to consummate the Merger.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Certificate of association Incorporation or By-laws of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement that all consents, approvals, authorizations and consummation of the Transactions) that the matters referred to other actions described in Section 3.05(b4.5(b) are complied with have been obtained and the Requisite Company Vote is obtainedall filings and obligations described in Section 4.5(b) have been made, conflict with or violate any United States or foreign national, state, provincial, municipal, county or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“"Law”") applicable to any Group the Company or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, 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 material Encumbrance on any property or asset of any Group the Company pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any Group the Company is a party or by which any property or asset of their respective properties or assets are the Company is bound or any Material Company Permitaffected, except, with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, defaultdefaults, right rights, Encumbrances or other occurrence that occurrences which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or not (A) prevent or materially impair delay consummation of the Offer or delaythe Merger, or be reasonably expected to otherwise prevent or materially impair or delay, delay the consummation of the Merger or other TransactionsCompany from performing its obligations under this Agreement and (B) have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company 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 set forth on Section 4.05(a) of the Company Disclosure Schedule, including the Written Consent, being made, obtained or given, the performance of this Agreement by the Company and the consummation of the Transactions will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles certificate of association of the Company incorporation or bylaws or any equivalent organizational documents of the Company or any other Group CompanyCompany Subsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 than any Permitted Lien) on any material property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company PermitContract, except, with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in not have or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 (except for Permitted Encumbrances) on any property or asset of any Group Company pursuant to, any Material Contract or obligation to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by the Company do not, not and the performance of this Agreement by the Company and the consummation of the Transactions will not, : (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association Articles or By-Laws of the Company or any the equivalent organizational documents of any other Group Companyof its subsidiaries; (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i), (ii) assuming and (solely with respect to performance iii) of this Agreement subsection (b) below have been obtained and consummation of the Transactions) that the matters referred to all filings described in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedsuch clauses have been made, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to the Company or any Group Company of its subsidiaries or by which its or any property or asset of any Group Company is their respective properties are bound or affected, ; or (iii) violate, conflict with, require consent under, result in any breach of, result in loss or violation of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, would both could become a default) or result in the loss of a material benefit under, or give rise to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property of the properties or asset assets of the Company or any Group Company of its subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties or assets are bound or any Material Company Permitaffected, except, with respect to in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, delay the consummation of the Offer or the Merger or other Transactionsotherwise prevent the Company from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement the Transaction Agreements by the Company do notCompany, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and thereby, do not and will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles certificate of association incorporation or by-laws of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (solely with respect to performance i) and (ii) of this Agreement subsection (b) below have been obtained and consummation of the Transactions) that the matters referred to all filings described in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedsuch clauses have been made, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to any Group Company the Transferred Assets, the Business or by which any property or asset of any Group Company is bound or affectedthe Company, or (iii) violate, conflict with, require consent under, result in any breach or violation of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) or result in the loss of a benefit under, or give rise to others any right of termination, cancellation, amendment, notice, approval, consent, waiver or acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of any Group Company pursuant to, any Contract binding upon the Company (with respect to which the Transferred Assets) or the Business or (iv) result in the creation or imposition of any Group Company is a party Lien (other than Permitted Liens) upon the Business or by which any of their respective properties or assets are bound or any Material Company Permitthe Transferred Assets, except, with respect to in the case of clauses (ii) and through (iiiiv), for any such conflict, violation, breach, default, right or other occurrence that as would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or (A) prevent or materially impair or delaydelay the consummation by the Company of the transactions contemplated by, or be reasonably expected to prevent or materially impair or delaythe performance by the Company of any of its obligations under, the consummation of Transaction Agreements or (B) be material to the Merger Transferred Assets or other Transactionsthe Business, in each case, taken as a whole.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, does not (iA) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum Company Certificate of Incorporation or Company By-Laws; (B) assuming that all consents, approvals and articles of association of the Company or any equivalent organizational documents of any other Group Company, authorizations contemplated by subsection (ii) assuming (solely with respect to performance of this Agreement below have been obtained and consummation of the Transactions) that the matters referred to all filings described in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedsuch subsection have been made, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to any Group the Company or by which any property or asset of any Group Company is its properties are bound or affected, ; or (iiiC) violate, conflict with, require consent under, result in any breach of, result in loss or violation of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) or result in the loss of a benefit under, or give rise to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property of the properties or asset assets of any Group the Company pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchises, or other instrument or obligation to which any Group the Company is a party or by which any of their respective the Company or its properties or assets are bound or any Material Company Permitaffected, except, with respect to in the case of clauses (iiB) and (iiiC), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, on the Company. (ii) The execution delivery and performance of this Agreement by the Company and the consummation of the Merger or other Transactions.transactions contemplated hereby by the Company do not require any consent, A-6

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by the Company do notCompany, and the performance of this Agreement consummation by the Company and of the Merger, compliance by the Company with any of the provisions hereof or consummation of the Transactions Merger or any other transaction contemplated hereby will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Certificate of association Incorporation or By-Laws of the Company or any equivalent the comparable organizational documents of any other Group CompanySubsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, lawordinance, ordinancerule, regulation, ruleOrder, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to any Group the Company or its Subsidiaries, or by which any property of them or asset any of any Group Company is bound their respective properties or affectedassets may be bound, or (iii) violate, conflict with, require consent under, result in any a violation or breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in any loss of any material benefit, or the creation of a any Lien or other encumbrance on any of the property or asset assets of the Company or any Group Company of its Subsidiaries (any of the foregoing referred to in clause (ii) or this clause (iii) being a "Violation") pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets are may be bound or any Material Company Permitaffected, except, with respect to in the cases of clauses (ii) and (iii), ) for any such conflict, violation, breach, default, right or other occurrence that Violations which would not, not individually or in the aggregate, result in or reasonably be expected to result in aggregate have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, on the consummation of the Merger or other TransactionsCompany.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, affected or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event whichthat, with notice or lapse of time or both, would become a 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 property or asset of any Group Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably be expected to prevent or materially impair or delay, the consummation of the Merger or other Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Certificate of association Incorporation or Bylaws or equivalent organizational documents of the Company or any equivalent organizational documents of any other Group CompanyCompany Subsidiary, (ii) assuming (solely with respect subject to performance of this Agreement and consummation of obtaining the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedRequired Approvals, conflict with or violate any U.S. or non-U.S. law (statutory, common or otherwise), including any statute, 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 Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent undersubject to obtaining the consents that are required to be listed in Section 4.5(b) of the Disclosure Schedule, result in any breach of, result in loss of benefit under, or constitute a default (or an event whichthat, with notice or lapse of time or both, would become a defaultdefault or breach) under, or (except with respect to Company Stock Options, Company RSU’s and the ESPP 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 on any property or asset of the Company or any Group Company Subsidiary pursuant to, or result in the loss of a material benefit under any Company Material Contract or material Permit to which the Company or any Group Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of any of their respective properties or assets are them is bound or any Material Company Permitaffected, except, with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that would notoccurrences that, individually or in the aggregate, result in or would not reasonably be expected to result in a Company Material Adverse Effect or (x) prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, delay beyond the Outside Date the consummation of the Offer or the Merger or other Transactions(y) have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that conflict with or violate the Requisite Company Vote is obtainedCharter Documents or the equivalent organizational documents of any of the Company’s subsidiaries, (ii) subject, (x) with respect to the Merger, to the approval and adoption of this Agreement and the approval of the Merger by holders of a majority of the outstanding Shares in accordance with Delaware Law and (y) to compliance with the requirements set forth in Section 2.5(b), conflict with or violate the memorandum and articles of association of in any material respect any Legal Requirements applicable to the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company its subsidiaries or by which its or any property or asset of any Group Company their respective properties is bound or affected, or (iii) conflict with or violate, conflict with, require consent under, or result in any breach of, result in loss of benefit under, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or materially 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 property of the properties or asset assets of the Company or any Group Company of its subsidiaries pursuant to, any Contract to which the Company or any Group Company of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties or assets are bound or any Material Company Permitaffected, except, with respect except to clauses (ii) and (iii), for any the extent such conflict, violation, breach, default, right impairment or other occurrence that effect would notnot in the case of clauses (ii) or (iii), (A) have a Material Adverse Effect on the Company or (B) individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the delay consummation of the Merger Transactions or other Transactionsotherwise prevent the parties hereto from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement the Transaction Documents by the Company Purchaser do not, and the performance of this Agreement the Transaction Documents by the Company Purchaser and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company Purchaser or any equivalent organizational documents of any other Purchaser Group Company, (ii) assuming (solely with respect to performance of this Agreement the Transaction Documents and consummation of the Transactions) that the matters referred to in Section 3.05(b4.05(b) are complied with and the Requisite Company Vote is obtainedwith, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to any Purchaser Group Company or by which any property or asset of any Purchaser Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 property or asset of any Purchaser Group Company pursuant to, any Contract to which any Purchaser Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Purchaser Material Adverse Effect or prevent or materially impair or delay, or be reasonably be expected to prevent or materially impair or delay, the consummation of the Merger Acquisition or other Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 property or asset of any Group Company pursuant to, any Contract or obligation to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement the transactions contemplated herein by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Certificate of association Incorporation or Bylaws or equivalent organizational documents of the Company or any equivalent organizational documents of any other Group CompanyCompany Subsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance an Encumbrance on any property or asset of any Group the Company or Company Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any Group the Company or such Company Subsidiary is a party or by which the Company or such Company Subsidiary or any property or asset of their respective properties the Company or assets are such Company Subsidiary is bound or any Material Company Permitaffected, except, with respect to in the case of clauses (ii) and (iii)) above, for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which 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, or would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay(provided that, or be reasonably expected to prevent or materially impair or delayfor purposes of this SECTION 4.05(a), the consummation definition of Company Material Adverse Effect shall not include the Merger or other Transactionsexclusion in clause (iv) thereof).

No Conflict; Required Filings and Consents. (a) The Except as set forth on Schedule 3.4(a), neither the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement Seller (nor any Ancillary Document by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents Company Subsidiary), the consummation by the Seller of the transactions contemplated by this Agreement (including the Reorganization and the filing of the Amended and Restated Articles) or by any other Group Ancillary Document to be executed by the Company, (ii) assuming (solely any Company Subsidiaries or the Seller, compliance the Company, any Company Subsidiaries or the Seller with respect to any of the provisions hereof or thereof, nor the performance of this Agreement and consummation of the Transactions) that Company’s, such Company Subsidiary’s or the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict Seller’s obligations hereunder or thereunder will (with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree without the giving of notice or other order the passage of time or both) (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iiii) violate, conflict with, require consent under, or constitute or result in a breach of any breach ofprovisions of the Organizational Documents of the Company, any of the Company Subsidiaries or the Seller, (ii) violate, conflict with, or constitute or result in loss the breach of benefit underany term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to others any right of termination, amendment, cancellation or acceleration or cancellation ofwith respect to, or result in the creation or imposition of a Lien or other encumbrance on upon any property or asset assets of the Company, any Group Company Subsidiary or the Seller pursuant to, any Contract to which any Group Company of them is a party or by to which any of them or their respective properties or assets may be subject, or (iii) violate any Permit, Order or Law applicable to the Company, any Company Subsidiary or the Seller or any of their respective properties or assets are bound or any Material Company Permitassets, except, with respect to clauses other than (in the case of clause (ii)) and (iii)such violations, for any such conflictbreaches, violation, breach, default, right conflicts or other occurrence that would notdefaults that, individually or in the aggregate, result in or would not reasonably be expected to result in a be materially adverse to the Company, any Company Material Adverse Effect Subsidiary or prevent or materially impair or delaythe Seller, or be reasonably expected to prevent or materially impair or delay, the consummation any of the Merger or other Transactionstheir respective operations.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby do not and will not, not (iA) assuming that the Company Requisite Company Vote is obtained, conflict with or violate the memorandum Company Memorandum and articles Articles of association of the Company Association or any equivalent organizational documents Company Subsidiary Memorandum and Articles of any other Group CompanyAssociation, (iiB) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statuteLaw, law, ordinancerule, regulation, ruleOrder, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of any Group Company is bound or affectedtheir respective properties are bound, assuming that all consents, approvals and authorizations contemplated by clauses (A) through (D) of subsection (ii) below have been obtained, and all filings described in such clauses have been made, or (iiiC) violaterequire the consent, conflict approval, authorization of, or notice to or filing with, require consent underany third party with respect to, or result in any breach of, result in loss or violation of benefit under, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) or result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien any note, bond, mortgage, indenture, contract, agreement, lease or other encumbrance on any property instrument or asset of any Group Company pursuant toobligation (each, any Contract a “Contract”) to which the Company or any Group Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to in the case of clauses (iiB) and (iiiC), for any such conflict, violation, breach, default, loss, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in (x) have a Company Material Adverse Effect Effect, or prevent (y) prevent, materially delay or materially impair impede the performance by the Company of its obligations under this Agreement or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other Transactionstransactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will shall not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company’s Charter Documents, (ii) assuming (solely with respect subject to performance obtaining the adoption of this Agreement and consummation the Merger by the shareholders of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedCompany, conflict with or violate any statuteLegal Requirements (as defined in Section 8.2(b)), law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent underexcept as set forth in Schedule 2.5, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or materially 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 lien or other encumbrance on any property of the properties or asset assets of any Group the Company pursuant to, any Contract Company Contracts or (iv) except as set forth in Schedule 2.5, result in the triggering, acceleration or increase of any payment to which any Group Person pursuant to any Company is a party Contract, including any “change in control” or by which similar provision of any of their respective properties or assets are bound or any Material Company PermitContract, except, with respect to clauses (ii) and ), (iii) or (iv), for any such conflictconflicts, violationviolations, breachbreaches, defaultdefaults, right triggerings, accelerations, increases or other occurrence occurrences that would not, individually or and in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delayon the Company. For purposes of this Agreement, the consummation term “Contract” shall mean all contracts, agreements, leases, mortgages, indentures, notes, bonds, licenses, permits, commitments and obligations of any kind, whether written or oral, to which the Company (or Parent, as applicable) is a party or by or to which any of the Merger properties or other Transactionsassets of Company (or Parent, as applicable) may be bound.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of Company Charter Documents, the Company Subsidiary Documents or any equivalent organizational documents of any other Group Companythe Minority Investment Documents, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (solely with respect to performance i) and (iii) of subsection (b) of this Agreement Section 3.5 have been obtained and consummation of the Transactions) that the matters referred to all filings described in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedsuch clauses have been made, conflict with or violate any law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunctionjudgment or decree (collectively, judgment, decree or other order (“Law”"Laws") applicable to the Company or any Group Company of its Subsidiaries or, to the knowledge of the Company, any of its Minority Investments or by which any property or asset of any Group Company their respective properties is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or alteration of rights under or require the consent or approval of any Person under, or result in the creation of a Lien or other encumbrance on any property of the properties or asset assets of the Company or any Group Company of its Subsidiaries or, to the knowledge of the Company, Minority Investments pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, joint venture, limited liability or partnership agreement or other instrument to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective material properties or assets are is bound or any Material Company Permitaffected, except, with respect to in the case of clauses (ii) and (iii) of this Section 3.5(a), for any such conflict, violation, breach, default, impairment, right or other occurrence lack of consent or approval that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement do not, the execution and delivery by the Company do of any instrument required hereby to be executed and delivered by the Company at the Closing will not, and the performance of its agreements and obligations under this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company Charter or Company By-Laws or any equivalent organizational documents of any other Group CompanySubsidiary Documents, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to the Company or any Group Company of its Subsidiaries or by which its or any property or asset of any Group Company their respective properties is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a 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, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property of the properties or asset assets (including intangible assets) of the Company or any Group Company of its Subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties or assets are is bound or any Material Company Permitaffected, exceptother than, with respect to clauses (ii) and in the case of (iii)) above, for any such conflict, violation, breach, default, right impairment, rights of termination, amendment, acceleration or other occurrence cancellation, or Liens that would not, individually or in the aggregate, result in or not be reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement by the Company and the consummation of the Transactions will not, not (i) assuming that the Requisite Company Vote is obtainedconflict with, conflict with or violate the memorandum and articles result in any violation or breach of association of any provision of, the Company Charter or any equivalent organizational documents of any other Group Companythe Company Bylaws, (ii) assuming (solely with respect to performance conflict with, or result in any violation or breach of this Agreement and consummation any provision of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affectedorganizational documents of, or stockholder agreements relating to, any of the Company’s Subsidiaries, (iii) violate, conflict with, require consent under, or result in any violation or breach of, result in loss of benefit under, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any a right of termination, amendment, acceleration or cancellation of, or result in a, termination, first offer, first refusal, modification, cancellation or acceleration of any obligation or to the creation loss of a Lien or other encumbrance on any property or asset of any Group Company pursuant tobenefit under, any Contract to which the Company or any Group Company of its Subsidiaries is a party or by which any of them or any of their respective properties properties, rights or other assets are is bound or subject, including any Material Company Oil and Gas Lease (as defined in Section 4.10(b)(iii)) or any Oil and Gas Contract (as defined in Section 4.10(b)(ii)) or the termination or loss of any Permit, except(iv) result in the creation of any Lien in or upon any of the properties, with respect rights or other assets of the Company or any of its Subsidiaries or (v) assuming the Company Stockholder Approval (to the extent required by applicable Law) and the consents, approvals, filings and other matters referred to in Section 4.05(b) are duly obtained or made, conflict with, or result in any violation of, applicable Law, other than, in the case of clauses (ii) and ), (iii), for (iv) and (v), any such conflictconflicts, violationviolations, breachbreaches, defaultdefaults, right rights, terminations, modifications, cancellations or other occurrence that would notaccelerations, losses or creations of any Liens that, individually or in the aggregate, result in or have not had and would not reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or and have not and would not reasonably be reasonably expected to prevent or materially impair or delayin any material respect the ability of the Company to consummate the Offer, the consummation of the Merger or the other Transactionstransactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated by this Agreement, including the Merger but not the Financing (or any alternative or substitute financing) (the “Transactions”) by the Company does not and will not: (A) conflict with or violate any provision of the certificate of incorporation or bylaws of the Company; (B) conflict with or violate any provision of the certificate of incorporation, bylaws or comparable governing documents of any Subsidiary of the Company; or (iC) assuming that the Requisite Company Vote is obtained and all consents, approvals, authorizations, declarations and permits contemplated by clauses (A) through (H) of Section 5.4(b) below have been obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to all filings described in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violatesuch clauses have been made, conflict with, require consent under, result in any breach or violation of, result in loss of benefit under, or constitute a default (or an event whichwhich with or without notice, with notice or lapse of time or both, both would become a default) or result in the loss of a benefit under or creation of a Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or give rise to others any breach or violation of, a termination or right of termination, amendmentcancellation, acceleration or cancellation of, or result other alteration in the creation of a Lien rights under, (1) any Material Contract or other encumbrance on any property or asset of any Group Company pursuant to, any material Contract to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties or assets are bound or (2) any Material Law to which the Company Permitor any of its Subsidiaries or any of their respective properties or assets is subject, except, with respect to clauses in the case of clause (iiB) and or (iii)C) above, for any such conflict, violation, breach, termination, default, right acceleration, loss, creation, alteration or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in not have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, delay the consummation of the Merger or other TransactionsTransactions by the Company.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by the Company do notCompany, and the performance of this Agreement by the Company and Company, the consummation by the Company of the Transactions or compliance by the Company with any of the provisions hereof will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Restated Certificate of association Incorporation or by-laws of the Company or any equivalent the comparable organizational documents of any other Group CompanySubsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any laws, statute, law, ordinance, rule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to any Group the Company or the Subsidiaries, or by which any property of them or asset any of any Group Company their respective properties or assets is bound or affected, or (iii) violate, conflict with, require consent under, result in any a violation or breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in any loss of any material benefit, or the creation of a any Lien or other encumbrance on any property of the properties or asset assets of the Company or any Group Company Subsidiary (any of the foregoing referred to in clause (ii) or this clause (iii) being a "Violation") pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets are is bound or any Material Company Permit, except, with respect to affected except in the case of the foregoing clauses (ii) and or (iii), for any such conflict, violation, breach, default, right or other occurrence that would notViolations which, individually or in the aggregate, result in or reasonably be expected to result in would not have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, on the consummation of the Merger or other TransactionsCompany.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement consummation by the Company and the consummation of the Contemplated Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Certificate of association Incorporation or the By-laws of the Company or any equivalent organizational documents of any other Group Companyits Subsidiaries, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to any Group the Company or its Subsidiaries or by which any property or asset of any Group the Company or its Subsidiaries is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under, or give to others any 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 lien or other encumbrance on any property or asset of the Company or of any Group Company of its Subsidiaries pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or of any of their respective properties its Subsidiaries or assets are any property or asset of the Company or of any of its Subsidiaries is bound or any affected (the "Material Company Permit, Agreements"); except, with respect to in the case of clauses (ii) and (iii)) above, for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence occurrences that would not prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent the Company from performing its obligations under this Agreement or any of the other Transaction Documents in any material respect, and would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do not, and nor the performance of this Agreement consummation by the Company and the consummation of the Transactions transactions contemplated hereby will not, directly or indirectly (with or without notice or lapse of time) (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association any provision of the Company Charter or any equivalent organizational documents of any other Group CompanyCompany Bylaws, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters Consents, registrations, declarations, filings and notices referred to in Section 3.05(b4.4(b) are complied with have been obtained or made, any applicable waiting periods referred to therein have expired and the Requisite Company Vote is obtainedany condition precedent to any such Consent has been satisfied, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to the Company or any Group Company of its Subsidiaries or by which any property or asset of the Company or any Group Company of its Subsidiaries is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any right of termination, amendmentacceleration, acceleration loss of rights, loss of benefits or cancellation of, any Company Material Contract, or (iv) result in the creation of a Lien or other encumbrance on any property or asset imposition of any Group Company pursuant to, Lien (other than any Contract to which any Group Company is a party or by which Permitted Lien) upon any of their respective the properties or assets are bound of the Company or any Material Company Permitof its Subsidiaries, exceptother than, with respect to in the case of clauses (iiiii) and (iiiiv), for any such conflict, violation, breach, default, right termination, acceleration, cancellation or other occurrence Lien that would notnot (x) have, and would not reasonably be expected to have, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or (y) reasonably be expected to, individually or in the aggregate, prevent or materially delay or impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation ability of the Merger or other TransactionsCompany to consummate the Transactions (this clause (y), a “Company Impairment Effect”).

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 2.5(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that result in the Requisite creation of any material Encumbrance (as defined below) on any of the material properties or assets of the Company Vote is obtainedor any of its subsidiaries, (ii) conflict with or violate the Company Charter Documents or the equivalent organizational documents of any of the Company’s subsidiaries, (iii) subject, (A) with respect to the Merger, to the Company Stockholder Approval and (B) to compliance with the requirements set forth in Section 2.5(a), conflict with or violate the memorandum and articles of association of in any material respect any Legal Requirements applicable to the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company its subsidiaries or by which its or any property or asset of any Group Company their respective properties is bound or affected, or (iiiiv) conflict with or violate, conflict with, require consent under, or result in any breach of, result in loss of benefit under, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or materially 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 property or asset of any Group Company pursuant to, any Contract to which the Company or any Group Company of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties or assets are bound or any Material Company Permitaffected, except, with respect except to clauses (ii) and (iii), for any the extent such conflict, violation, breach, default, right impairment or other occurrence that effect would notnot in the case of clauses (iii) or (iv), individually or in the aggregate, result in or : (A) reasonably be expected to result in have a Company Material Adverse Effect on Company; or (B) prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the delay consummation of the Merger Transactions or other Transactions.otherwise prevent the Company from performing its obligations under this Agreement. “

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement and all other agreements and documents contemplated hereby to which it is a party and the consummation by the Company of the Transactions do not and will not, and the performance of this Agreement compliance by the Company with its obligations hereunder and the consummation of the Transactions thereunder will not, (i) assuming that the Requisite Company Vote is obtained, result in a violation or breach of or conflict with or violate the memorandum and articles of association of the Company Certificate or any equivalent organizational documents of any other Group CompanyCompany Bylaws, (ii) assuming (solely with respect subject to performance of this Agreement obtaining or making consents, approvals, orders, authorizations, registrations, declarations, filings and consummation of the Transactions) that the matters referred to other actions described in Section 3.05(b) are complied with and the Requisite Company Vote is obtained4.06(b), conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree Law or other order rule of the New York Stock Exchange (“LawNYSE”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affectedbound, or (iii) violate, conflict with, require consent under, result in any violation or breach of or conflict with any provisions of, result in loss of benefit under, or constitute (with or without notice or lapse of time, or both) a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to others any right of purchase, termination, amendment, acceleration or cancellation ofcancellation) under, or result in the loss of any benefit under, or result in the triggering of any payments pursuant to, any of the terms, conditions or provisions of any Company Material Contract or (iv) result in the creation of a Lien or other encumbrance Lien, except for Permitted Liens, on any property or asset of any Group the Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company PermitSubsidiary, except, with respect to clauses (iiiii) and (iiiiv), for any such conflictviolations, violationbreaches, breachconflicts, defaultdefaults, right rights of purchase, terminations, amendments, accelerations, cancellations, losses of benefits, payments or other occurrence Liens that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss or violation of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in loss of 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 (except for Permitted Encumbrances) on any property or asset of any Group Company pursuant to, any Material Contract or obligation to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, and the consummation of the Transactions Merger by the Company will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company Governing Documents or any equivalent organizational documents of the Company or any other Group CompanySubsidiary, (ii) assuming (solely with respect to performance of this Agreement that all consents, approvals and consummation of the Transactions) that the matters referred to other authorizations described in Section 3.05(b4.05(b) are complied with have been obtained and the Requisite Company Vote is obtainedthat all filings and other actions described in Section 4.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of any Governmental Authority (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Group Company Subsidiary pursuant to, to any Material Contract to which the Company or any Group Company Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of their respective properties the Company or assets are any Subsidiary is bound or any Material Company Permitaffected, except, with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the delay consummation of the Merger or other Transactionsotherwise prevent or materially delay the Company from performing its obligations under this Agreement or would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and DLLCA and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions set forth on Section 4.05(b) of the Company Disclosure Schedule, including the Written Consent, being made, obtained or given, the performance of this Agreement by the Company and the consummation of the Transactions will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles certificate of association of the Company incorporation or bylaws or any equivalent organizational documents of any other Group the Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group the Company or by which any property or asset of any Group the Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 than any Permitted Lien) on any material property or asset of any Group the Company pursuant to, any Contract to which any Group the Company is a party or by which any of their respective properties or its assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in not have or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby by the Company will not, (i) assuming that except for the Requisite Required Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedConsents, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to the Company or any Group Company of its Subsidiaries or by which any property of their respective properties or asset of any Group Company assets is bound or affectedsubject, (ii) violate or conflict with the certificate of incorporation or bylaws or other organizational documents of the Company or any of its Subsidiaries, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, both would become a default) under, or give to others any right rights of terminationmodification, amendment, acceleration termination or cancellation under, or create or accelerate (alone or upon the occurrence of any subsequent event) any right to payment under, or result in a modification of, or result in the creation of a Lien or other encumbrance on any of the property or asset assets of any Group of the Company or any of its Subsidiaries pursuant to, any Contract loan or credit agreement, note, bond, mortgage, indenture, or any lease or other contract, undertaking, arrangement, agreement or Permit to which any Group Company such Person is a party or by which any such Person or any of their respective properties or assets are is bound or subject, including any Material Company Contract or Company Permit, exceptother than such conflicts and violations referred to in clause (i) and for such breaches, with respect defaults, modifications, terminations, cancellations, accelerations and payments referred to clauses in clause (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that as would not, individually or in the aggregate, result in or reasonably be expected to result in a prevent the Company Material Adverse Effect or prevent from performing its material obligations under this Agreement or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation ability of the Merger or other TransactionsSurviving Corporation to conduct the businesses of the Company and its Subsidiaries after the Effective Time substantially in the manner conducted on the date hereof.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Restated Certificate of association Incorporation or By-laws of the Company or any equivalent organizational documents of any other Group Companyof its subsidiaries, (ii) assuming (solely with respect to performance of this Agreement that all consents, approvals, authorizations, and consummation of the Transactions) that the matters referred to other actions described in Section 3.05(b4.05(b) are complied with and the Requisite Company Vote is obtainedhave been obtained or made, conflict with or violate any law, statute, law, ordinance, rule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to the Company or any Group Company of its subsidiaries or by which any property or asset of the Company or any Group Company of its subsidiaries is bound or affected, affected or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a 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 lien or other encumbrance on any property or asset of the Company or any Group Company of its subsidiaries pursuant to, or trigger any Contract right of first refusal under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective properties or assets are bound or any Material Company Permitis bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence thereof that would could not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or could not reasonably be reasonably expected to prevent or materially impair or delay, delay the consummation of the Merger or other TransactionsMerger.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement does not, and the execution and delivery by the Company do of the other Transaction Documents to which the Company is a party and the performance of this Agreement and such other Transaction Documents will not, subject to the Seller satisfying it’s obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, (i) conflict with or violate any provision of the organizational documents of the Company; (ii) conflict with or violate any Law applicable to the Company or any of its respective Affiliates or by which any property or asset of the Company or any of its respective Affiliates is bound or affected; (iii) (A) require any consent or approval under, (B) result in any breach of or any loss of any benefit under, (C) constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or (D) give to others any right of termination, vesting, amendment, acceleration or cancellation of, any material Contract; (iv) result in the creation of a Lien on any property or asset of the Company or any of its respective Affiliates; or (v) cause the Company or any of its respective Affiliates to become subject to, or to become liable for the payment of, any Tax or other financial payment. Subject to the Seller satisfying it’s obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, the execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is a party does not, and the performance of this Agreement and such other Transaction Documents by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtainedrequire any consent, conflict with approval, authorization or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation permit of, or result in the creation of a Lien filing with or other encumbrance on any property or asset of any Group Company pursuant notification to, any Contract to which third party, including any Group Company is a party Governmental or by which any of their respective properties or assets are bound or any Material Company Permit, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsRegulatory Authority.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Merger and the other Transactions do not and will not, not (i) assuming that the Requisite Company Vote is obtainedbreach, violate or conflict with or violate the memorandum and articles of association of the Company Charter, the Company Bylaws or any equivalent the organizational documents of any other Group subsidiary of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by subsection (solely with respect to performance of this Agreement and consummation of the Transactionsb) that the matters referred to below have been obtained, all filings described in Section 3.05(b) are complied with such clauses have been made and the Company Requisite Company Vote is has been obtained, contravene, conflict with with, breach or violate any statuteLaw, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to the Company or any Group Company of its subsidiaries or by which its or any property of their respective properties or asset of any Group Company is assets are bound or affected, or (iii) violate, conflict with, require consent undersubject to the accuracy of Parent’s representations set forth in Section 4.3(c), result in any breach of, result in loss or violation of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) ), require a consent or result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien or other encumbrance (except a Permitted Lien) on any property or asset of any Group the assets of the Company pursuant to, any Contract Contracts to which the Company, or any Group Company Affiliate thereof, is a party or by which the Company or any of its Affiliates or its or their respective properties or assets are bound or (including any Material Contract to which an Affiliate of the Company Permitis a party), except, in the case of clauses (i) (with respect to clauses the Company’s subsidiaries), (ii) and (iii), for any such conflict, violation, breach, default, loss, right or other occurrence that which would notnot reasonably be expected to have, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent or materially impair or delay, or and which would not reasonably be reasonably expected to prevent or materially impair or delay, delay the consummation by the Company of the Merger or Transactions, and in each case other Transactionsthan as may arise in connection with the Financing (as defined herein).

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by each of Family LLC and CVC MergerCo of this Agreement by the Company do not, and the performance of this Agreement by the Company Ancillary Agreements to which it is a party and the consummation of the Transactions transactions contemplated hereby and thereby by Family LLC and CVC MergerCo will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Constituent Documents of association of the Company Family LLC or any equivalent organizational documents of any other Group CompanyCVC MergerCo, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to any Group Company Family LLC or CVC MergerCo or by which any property of their properties or asset of any Group Company is assets are bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or notice, lapse of time or both, would become a default) under, result in the loss of a material benefit under or give to others any right of termination, amendment, acceleration acceleration, payment or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of any Group Company pursuant tocontract, any Contract agreement, lease, license, permit, franchise or other instrument or obligation to which any Group Company Family LLC or CVC MergerCo is a party or by which Family LLC, CVC MergerCo or any of their respective properties or assets are is bound or any Material Company Permitaffected, except, with respect to except in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, or would not reasonably be expected to, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent or materially impair delay the performance by each Family LLC or delay, CVC MergerCo of any of its obligations under this Agreement or be reasonably expected the Ancillary Agreements to prevent which it is a party or materially impair or delay, the consummation of any of the Merger transactions contemplated hereby or other Transactionsthereby (a “Family Material Adverse Effect”).

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Certificate of association Incorporation or By-laws or equivalent organizational documents of the Company or any equivalent organizational documents of any other Group CompanyCompany Subsidiary, (ii) assuming (solely with respect subject to performance of this Agreement and consummation obtaining the Company Required Approvals and, in the case of the Transactions) that Merger, the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedRequired Shareholder Vote, if required, conflict with or violate any U.S. or non-U.S. law (statutory, common or otherwise), including any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of a Governmental Authority (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent undersubject to obtaining the consents that are required to be listed in Section 4.5(a) of the Disclosure Schedule, result in any breach of, result in loss of benefit under, or constitute a default (or an event whichthat, with notice or lapse of time or both, would become a defaultdefault or breach) 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 property or asset of the Company or any Group Company Subsidiary pursuant to, or result in the loss of a material benefit under any Company Material Contract or material Permit to which the Company or any Group Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of any of their respective properties or assets are them is bound or any Material Company Permitaffected, except, with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that would notoccurrences that, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or would not prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the delay consummation of the Offer or the Merger or other Transactionsand would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Stock Option Agreement by the Company do not, and the performance consummation of the Transactions and compliance with the provisions of this Agreement and the Stock Option Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association Constituent Documents of the Company or any equivalent organizational documents of any other Group CompanySubsidiary, (ii) assuming that required filings under the HSR Act (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(bas hereinafter defined) are complied with and made by the Requisite Company Vote is obtainedappropriate parties, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the loss of a material benefit under, or result in the creation of a Lien lien or other encumbrance of any nature on any property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of their respective properties the Company or assets are any Subsidiary is bound or any Material Company Permitaffected, except, with respect to clauses in cases of (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement and the other Transaction Documents to which it is a party, and the consummation by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated herein and therein, do not and will not, (i) assuming that the Requisite Company Vote is obtainedviolate, conflict with or violate result in any breach of any provision of the memorandum and articles of association Governing Documents of the Company or any equivalent organizational documents of any other Group Company, Company Subsidiary; (ii) assuming violate any Applicable Law binding upon the Company or any Company Subsidiary; (solely with respect to performance of this Agreement and consummation of the Transactionsiii) that the matters referred to in Section 3.05(b) are complied with and the Requisite except as set forth on Company Vote is obtainedDisclosure Schedule 3.1(e), violate, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any a violation or breach of, result in loss of benefit under, or constitute a default (with or an event which, with without due notice or lapse of time or both, would become a default) under, or give rise to others any right of termination, amendmentcancellation, modification or acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of any Group right or obligation of the Company pursuant toor any Company Subsidiary or any other Person or to a loss of any benefit to which the Company or any Company Subsidiary is entitled under, any of the terms, conditions or provisions of any Contract to which the Company or any Group Company Subsidiary is a party or by which the Company, any Company Subsidiary or any material portion of their respective properties or assets are is bound or (iv) result in the imposition of any Material Lien (other than Permitted Liens) on any assets or property of the Company Permit, or any Company Subsidiary; except, with respect to clauses (ii) and clause (iii), for any such conflictviolations, violationconflicts, breach, default, right breaches or other occurrence that would notdefaults that, individually or in the aggregate, result in or would not reasonably be expected to result in constitute a Company Material Adverse Effect Effect. No Consent of any Governmental Authority or prevent any other Person is required by the Company or materially impair any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party or delay, or be reasonably expected to prevent or materially impair or delay, the consummation by the Company of the transactions contemplated herein or therein, except for (A) the filing of a pre-merger notification and report form under the HSR Act, and the expiration or termination of the applicable waiting period thereunder, (B) the filing of a Certificate of Merger with the Secretary of State of Delaware, (C) such Consents set forth on Company Disclosure Schedule 3.1(e), and (D) such other consents or other Transactionsapprovals which are customarily obtained or made post-closing or, if not obtained, would not materially and adversely impact the business or operations of the Company or the Company Subsidiaries.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.06(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions Amalgamation do not and will not, (i) assuming that the Bye-Laws Amendments are approved and adopted by the Company and the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association or bye-laws of the Company (as modified from time to time) or any equivalent organizational documents of any other Group CompanyCompany Subsidiary, (ii) assuming (assuming, solely with respect to performance of this Agreement and consummation of the Transactions) Amalgamation, that the matters referred to in Section 3.05(b4.06(b) are complied with with, the Bye-Laws Amendments are approved and adopted by the Company and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, affected or (iii) violate, conflict with, require consent under, result in any material breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract to which any Group Company is a party or by which any Contract; provided, that in the cases of their respective properties or assets are bound or any Material Company Permit, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that as would not, individually or in the aggregate, result in or reasonably be expected to result in (x) have a Company Material Adverse Effect or (y) prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, delay the consummation by the Company of the Merger or other Transactions.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth on Section 3.3(a) of the Disclosure Schedule, the execution, delivery and delivery performance by each Seller and the Company of this Agreement by and each of the Ancillary Agreements to which such Seller and/or the Company do notwill be a party, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and thereby, do not and will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group such Seller, if applicable, or the Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to any Group Company such Seller or by which any property or asset of any Group Company is bound or affectedthe Company, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event whichthat, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of such Seller or the Company under, or result in the creation of a Lien or any Encumbrance (other encumbrance than Permitted Encumbrances) on any property property, asset or asset right of any Group the Company pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, Permit, franchise, instrument, obligation or other Contract to which any Group such Seller or the Company is a party or by which such Seller or the Company or any of their respective properties properties, assets or assets rights are bound or any Material Company Permitaffected, except, with respect to clauses (ii) and in case of this clause (iii), ) for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence occurrences that would are not, individually or in the aggregate, result in or reasonably be expected material to result in a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsCompany.

No Conflict; Required Filings and Consents. (a) The Except (i) as required by the HSR Act and any other Antitrust Laws that require the consent, waiver, approval, Order or Permit of, or declaration or filing with, or 42 ACTIVE 274341277 notification to, any Person or Governmental Authority, (ii) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) such filings as may be required in connection with the Transfer Taxes described in Section 2.15, (iv) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities Laws, and (v) as otherwise set forth on Schedule 3.4, the execution and delivery of this Agreement by and of the Company do not, and the performance of this Agreement by the Company Documents and the consummation of the Transactions by the Company will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association after execution of the Company or any equivalent organizational documents of any other Group CompanyWritten Consent, (iiA) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violatecontravene, conflict with, or violate the provisions of the Organizational Documents of any member of the Company Group, (B) materially contravene, conflict with, or violate any Law or Order to which any member of the Company Group is subject or by which its properties or assets are bound, (C) require any member of the Company Group to obtain any material consent underor approval, or give any notice to, or make any filing with, any Governmental Authority on or prior to the Closing Date, (D) result in any a material breach of, result in loss of benefit under, or constitute a material default (with or an event which, with without due notice or lapse of time or both), would become a default) under, or give rise to others any right of termination, amendment, cancellation or acceleration or cancellation ofunder, or result in require the creation of a Lien or other encumbrance on any property or asset consent of any Group Company pursuant third party to, any Material Contract or Company Plan to which any member of the Company Group Company is a party or by which any of their respective properties or assets are is bound or (E) result in the imposition or creation of any Material Company Permit, except, Lien upon or with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger assets or other Transactionsproperties of any member of the Company Group.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement consummation by the Company and the consummation of the Transactions transactions contemplated hereby will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Certificate of association of the Company Incorporation or any By-Laws or equivalent organizational documents of (x) the Company or (y) any other Group CompanyCompany Subsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under, or give to others any 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 lien or other encumbrance on any property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of their respective properties the Company or assets are any Company Subsidiary is bound or any Material Company Permitaffected, except, with respect to in the case of clauses (i)(y), (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not prevent or delay consummation of any of the Contemplated Transactions in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect Effect. The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the Contemplated Transactions will not, result in any material breach of or prevent constitute a material default (or materially impair an event which with notice or delaylapse of time or both would become a material default) under, result in the loss of a material benefit under, or be reasonably expected give to prevent others any right of purchase or materially impair sale, or delayany right of termination amendment, acceleration, increased payments or cancellation of, or result in the consummation creation of a lien or other encumbrance on any property or asset of the Merger Company or other Transactionsany Company Subsidiary pursuant to, any Company Material Contract (as hereafter defined).

No Conflict; Required Filings and Consents. (a) The Except as set forth on Section 3.6(a) of the Parent Disclosure Schedules, the execution and delivery by Parent and Seller of this Agreement, and by Parent, Seller and other Seller Parties of the other Transaction Documents to which such Person is party or any instrument required by this Agreement to be executed and delivered by Parent, Seller or any Seller Party on or prior to the Company Closing do not, and the performance of this Agreement, the other Transaction Documents to which such Person is a party and any instrument required by this Agreement to be executed and delivered by it on or prior to the Company Closing do not and the consummation of the Transactions will not, (i) assuming that conflict with, require a vote, consent or notice (including a vote of the Requisite Company Vote is obtained, conflict with holders of any class or series of capital stock or any other equity interest) under or violate the memorandum and articles Organizational Documents of association of Parent, Seller, the Seller Parties or the Company or any equivalent organizational documents of any other Group CompanyAbacus, (ii) assuming (solely with respect to performance or without notice or the passage of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedtime or both, conflict with with, require a consent or notice under or violate in any statutematerial respect any Law, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree Permit or other order (“Law”) Order applicable to Parent, any Group Seller Party, the Company or Abacus or by which any property of their properties, rights or asset of any Group Company assets is bound or affected, or (iii) with or without notice or the passage of time or both, violate, conflict with, require consent under, with or result in a breach of any breach provision of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse the giving of notice, the passage of time or both, otherwise would become constitute a default) underunder or entitle any Person to terminate, accelerate or give to others any right of termination, amendment, acceleration cause a breach or cancellation material default of, or result in the creation of a any Lien upon any of the properties or other encumbrance on assets of the Company or Abacus under, or create any property right of acceleration, termination, vesting, payment, exercise, suspension, revocation or asset cancellation of the loss of any Group Company pursuant toright or benefit under any contract, any Contract mortgage, lien, lease, agreement, indenture, trust, instrument, order, judgment or decree to which any Group the Company or Abacus is a party or by which is binding upon the Company or Abacus or upon any of their respective properties or the assets are bound or of any Material Company Permit, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other Transactionsforegoing.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group CompanyActive Subsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 (other than Permitted Liens) on any property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract or obligation to which the Company or any Group Company Subsidiary is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflictbreaches, violation, breach, default, right defaults or other occurrence that would notoccurrences which, individually or in the aggregate, result in would not (x) prevent or materially delay the consummation of the Transactions, or (y) reasonably be expected to result in to, have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 2.5(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that result in the Requisite creation of any material Encumbrance (as defined below) on any of the material properties or assets of the Company Vote is obtainedor any of its subsidiaries, (ii) conflict with or violate the Company Charter Documents or the equivalent organizational documents of any of the Company's subsidiaries, (iii) subject, (A) with respect to the Merger, to the Company Stockholder Approval and (B) to compliance with the requirements set forth in Section 2.4, conflict with or violate the memorandum and articles of association of in any material respect any Legal Requirements applicable to the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company its subsidiaries or by which its or any property or asset of any Group Company their respective properties is bound or affected, or (iiiiv) conflict with or violate, conflict with, require consent under, or result in any breach of, result in loss of benefit under, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or materially 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 property or asset of any Group Company pursuant to, any Contract to which the Company or any Group Company of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties or assets are bound or any Material Company Permitaffected, except, with respect except to clauses (ii) and (iii), for any the extent such conflict, violation, breach, default, right impairment or other occurrence that effect would notnot in the case of clauses (iii) or (iv), individually or in the aggregate, result in or : (A) reasonably be expected to result in have a Company Material Adverse Effect on Company; or (B) prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the delay consummation of the Merger Transactions or other Transactions.otherwise prevent the Company from performing its obligations under this Agreement. "

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, nor will the transfer of any assets by the Company or any Company Subsidiary, subject to (x) with respect to the Merger, obtaining the requisite approval and adoption of this Agreement and the consummation Merger by the Company’s shareholders in accordance with this Agreement and Virginia Law, and (y) obtaining the consents, approvals, authorizations and permits and making the filings described in Section 3.05(b) and Section 3.05(b) of the Transactions will notCompany Disclosure Schedule, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Articles of association Incorporation, Bylaws or equivalent organizational documents of the Company or any equivalent organizational documents of any other Group CompanyCompany Subsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statutedomestic (federal, state or local) or foreign law, ordinancerule, regulation, rule, code, executive order, injunctionjudgment or decree (collectively, judgment, decree or other order (“LawLaws”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent underexcept as specified in Section 3.05(a)(iii) of the Company Disclosure Schedule, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, unilateral amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Group Company Subsidiary, or result in the payment of any amounts as a result of such transactions, or require the consent of any third party pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of their respective properties the Company or assets are any Company Subsidiary is bound or any Material Company Permitaffected, exceptexcept for such conflicts, with respect to clauses (ii) violations, breaches, defaults, rights, liens and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or consents which could not reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, on the consummation of the Merger or other TransactionsCompany.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement and the Support Agreements by the Company and the consummation of the Transactions transactions contemplated hereby do not and will not, : (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles certificate of association incorporation or by-laws (or similar organizational documents) of any of the Company or any equivalent organizational documents of any other Group Company, Group; (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statuteU.S. federal, lawstate, ordinancelocal, regulationmunicipal, rulecommon, codeinternational or foreign laws, executive orderstatutes, injunctiontreaties, judgmentrules, decree regulations, ordinances or other order Orders (collectively, “LawLaws”) applicable to any of the Company Group Company or by which any property or asset properties of any of the Company Group Company is are bound or affectedaffected (assuming that all consents, approvals and authorizations contemplated by clauses (i), (ii) and (iii) of Section 3.04(b) have been obtained and all filings described in such clauses have been made); or (iii) violate, conflict with, require consent under, result in any breach or violation of, constitute a default, require consent or result in the loss of a benefit under, give rise to any increased payment or constitute a default (any penalty or an event which, with notice or lapse of time or both, would become a default) premium under, give rise to a right to permit or require the purchase or sale of assets or securities under, give rise to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property of the properties or asset assets of any of the Company Group Company (in each case, with or without notice or lapse of time or both) pursuant to, any Contract to which any Group Company is a party or by which any except in the case of their respective properties or assets are bound or any Material Company Permit, except, with respect to clauses (ii) and (iii), ) for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence occurrences that would not, individually or in the aggregate, result in have or reasonably be expected to result in have a Company Material Adverse Effect MAE. For purposes of this Agreement, “Contract” means any contract (written or prevent oral), obligation, plan, undertaking, arrangement, commitment, note, bond, mortgage, indenture, agreement, lease or materially impair or delay, or be reasonably expected similar instrument to prevent or materially impair or delay, the consummation which any of the Merger Company Group is a party or other Transactionsby which any of the Company Group or its properties are bound or affected; excluding, however, any contract with any client of any of the Company Group if such contract resulted in less than $50,000 of total revenue being recognized by the Company Group in each of 2011, 2012 or the first quarter of 2013.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by the Company do and each Ancillary Agreement to which it is a party does not, and subject to receipt of the filing and recordation of documents in connection with the Merger and the Exchange, as required by the Spanish Securities Act, the applicable Gaming Laws, the DGCL or the 1915 Law, and of the Codere Bondholders Consent and the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.05(a) of the Company Disclosure Schedule, the performance of this Agreement and each such Ancillary Agreement by the Company and the consummation of the Transactions will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and of association, articles of association association, registration statement, certificate of the Company incorporation, by-laws or any equivalent organizational documents of the Company or any other Group CompanyCompany Subsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to or Company Permit held by the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent underto the Company’s knowledge, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or (other encumbrance than any Permitted Lien) on any property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company PermitContract, except, except with respect to clauses (iia)(ii) and (iii), a)(iii) for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in or reasonably be expected to result in not have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby and the performance by the Company of its obligations hereunder do not and will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles certificate of association incorporation, bylaws or other organizational documents of the Company or any equivalent organizational documents of any other Group Companyits Subsidiaries, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to any Group the Company or its Subsidiaries or by which any property or asset of any Group the Company or its Subsidiaries is bound or affected, or (iii) violateassuming the accuracy of the representations and warranties of the Acquiror and Sub in Section 4.3(a), conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event whichthat, with notice or lapse of time or both, would become a default) under, or give require any consent of any Person pursuant to, or the creation or acceleration of any obligation or the loss of any material benefit under, any Contract to others which the Company or any right of termination, amendment, acceleration its Subsidiaries is a party or cancellation ofany of its or their Permits, or result in the creation of a Lien or other encumbrance any Encumbrance on any property or asset of any Group the material assets of the Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permit, (other than Permitted Encumbrances); except, with respect to clauses in the case of clause (ii) and or (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence occurrences that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent prevent, materially delay or materially impair impede the performance by the Company of its obligations under this Agreement or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other Transactionstransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated hereby will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Company's Restated Certificate of association of Incorporation, as amended to the date hereof (the "Company Charter"), or any equivalent organizational documents of any other Group Companyits restated Bylaws (the "Bylaws"), or (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any federal, state or local statute, law, ordinancerule, regulation, ruleordinance, code, executive order, injunction, judgment, decree or any other order (“Law”) requirement or rule of law applicable to any Group the Company or by which any property or asset of any Group the Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of any Group Company pursuant tocontract, any Contract agreement, lease, license, permit, franchise or other instrument or obligation to which any Group the Company is a party or by which the Company or any of their respective its properties or assets are is bound or any Material Company Permitaffected, except, with respect to except in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in or be reasonably be expected likely to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair delay the performance by the Company of any of its obligations under this Agreement or delay, the consummation of any of the Merger or other Transactionstransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the Cayman Companies Law and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions set forth on Section 4.05(b) of the Company Disclosure Schedule, including the Written Consent, being made, obtained or given, the performance of this Agreement by the Company and the consummation of the Transactions will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles certificate of association of the Company incorporation or bylaws or any equivalent organizational documents of the Company or any other Group CompanyCompany Subsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 than any Permitted Lien) on any material property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company PermitContract, except, with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in not have or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The Except as set forth on Section 3.5 of the Company Disclosure Schedule, the execution and delivery by Sellers of this Agreement, the other Transaction Documents to which each Seller is a party or any instrument required by this Agreement to be executed and delivered by Sellers on or prior to the Company Closing do not, and the performance of this Agreement, the other Transaction Documents to which Sellers are a party and any instrument required by this Agreement to be executed and delivered by it on or prior to the Company and the consummation of the Transactions will Closing shall not, (ia) assuming that the Requisite Company Vote is obtainedconflict with, conflict with require a consent or notice under or violate the memorandum and articles organizational documents of association such Seller, as applicable, or any member of the Company or any equivalent organizational documents of any other Group CompanyGroup, (iib) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedconflict with, conflict with require a consent or notice under or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree Law or other order (“Law”) Order applicable to Sellers or any member of the Company Group Company or by which any property of its properties, rights or asset of any Group Company assets is bound or affected, except any such conflict or violation that would not be material to the Company Group, taken as a whole, or (iiic) violate, conflict with, require consent under, result in any breach or violation of, result in loss of benefit require a consent or notice under, or constitute a default (under, or an event which, with notice impair any Company Group member’s rights or lapse alter the rights or obligations of time or both, would become a default) any 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 property of the properties, rights or asset assets of any member of the Company Group Company pursuant to, to any Material Contract to which any member of the Company Group Company is a party or by which any member of their respective properties the Company Group or its properties, rights or assets are bound is bound, except any such conflicts, consents, breaches, violations, defaults or any Material other events that would not be material to such Company Permit, except, with respect to clauses (ii) and (iii), Group member. Except for any such conflict, violation, breach, default, right Filings and Governmental Approvals or other occurrence that would notactions required under the HSR Act or as otherwise set forth on Section 3.5 of the Company Disclosure Schedule, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent or materially impair or delayno Governmental Approval of, or Filing with, any Governmental Authority is required to be reasonably expected to prevent obtained or materially impair or delay, made by any member of the Company Group in connection with the consummation of the Merger transactions contemplated hereby, except as may be necessary as a result of any facts or other Transactionscircumstances relating to Buyer and its Affiliates.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by the Company do not, and the performance by the Company of this Agreement, the consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby and the compliance by the Company with any of the provisions of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company Stockholder Approval is obtained or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainednot required, conflict with or violate any statuteprovision of the Company Certificate of Incorporation or the Company Bylaws or any similar documents of any Company Subsidiary, law(ii) assuming that all consents, ordinanceapprovals and authorizations described in Section 4.3(b) will have been obtained prior to the Acceptance Time and all filings and notifications described in Section 4.3(b) will have been made and any waiting periods thereunder will have terminated or expired prior to the Acceptance Time, regulation, rule, code, executive order, injunction, judgment, decree conflict with or other order (“Law”) violate any Law or Order applicable to any Group the Company or by which any property or asset of any Group Company is bound or affected, Subsidiary or (iii) violate, conflict with, require any consent or approval under, result in any breach of, result in of or any loss of any benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien or (other encumbrance than a Permitted Encumbrance) on any property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract to which the Company or any Group Company Subsidiary is a party or by which any of their respective properties or assets are bound or any Material Company Permit, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence matters that would not, individually or in the aggregate, result in or reasonably be expected to result in not have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that result in the Requisite Company Vote is obtainedcreation of any material Encumbrance (as defined below) on any of the material properties or assets of the Company, (ii) conflict with or violate its Charter Documents, (iii) subject, (A) with respect to the Merger, to Stockholder Approval and (B) to compliance with the requirements set forth in Section 2.5(a), conflict with or violate in any material respect any Legal Requirements applicable to the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, or (iiiv) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affectedviolate, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or materially 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 on any property or asset of any Group Company pursuant to, any Contract contract to which any Group the Company is a party or by which any of their respective properties or assets are it is bound or any Material Company Permitaffected, except, with respect except to clauses (ii) and (iii), for any the extent such conflict, violation, breach, default, right impairment or other occurrence that effect would notnot in the case of clauses (iii) or (iv), individually or in the aggregate, result in or : (A) reasonably be expected to result in have a Company Material Adverse Effect on Company; or (B) prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the delay consummation of the Merger Transactions or other Transactions.otherwise prevent the Company from performing its obligations under this Agreement. “

No Conflict; Required Filings and Consents. Except as set forth on Schedule 3.5(a) of the Company Schedule of Exceptions and those contemplated by clauses (i) through (v) of subsection (b) below: (a) The execution the execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company does not and the consummation of the Transactions will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Certificate of association Incorporation or Bylaws of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (solely with respect to performance i) through (v) of this Agreement subsection (b) below have been obtained and consummation of the Transactions) that the matters referred to all filings described in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedsuch clauses have been made, conflict with or violate any foreign or domestic federal, state or local law, statute, lawcode, ordinance, regulation, rule, codeconsent agreement, executive orderconstitution or treaty of any Governmental Body, injunctionincluding common law; and, judgmentin each case, decree or other order any comparable state law (“Law”“) applicable to any Group the Company or by which any property or asset of any Group Company is its properties are bound or affected, or (iii) violate, conflict with, require consent under, (A) result in any breach of, result in loss or violation of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default), (B) result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a any Lien on any of the properties or assets of the Company under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other encumbrance on any property instrument or asset of any Group obligation (each, a “Company pursuant to, any Contract Contract“) to which any Group the Company is a party or by which the Company or any of their respective its properties or assets are bound or any Material Company Permitbound, except, with respect to in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, acceleration, loss, right or other occurrence that which would not, or would not reasonably be expected to, individually or in the aggregate, result in have or reasonably be expected to result in have, a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement consummation by the Company and the consummation of the Contemplated Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles Certificate of association Incorporation or the By-laws of the Company or any equivalent organizational documents of any other Group Companyits Subsidiaries, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to any Group the Company or its Subsidiaries or by which any property or asset of any Group the Company or its Subsidiaries is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under, or give to others any 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 lien or other encumbrance on any property or asset of the Company or of any Group Company of its Subsidiaries pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or of any of their respective properties its Subsidiaries or assets are any property or asset of the Company or of any of its Subsidiaries is bound or any affected (the “Material Company Permit, Agreements”); except, with respect to in the case of clauses (ii) and (iii)) above, for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence occurrences that would not prevent or delay consummation of any of the Contemplated Transactions in any material respect or otherwise prevent the Company from performing its obligations under this Agreement or any of the other Transaction Documents in any material respect, and would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (ai) The execution and delivery of this Acquisition Agreement by the Company do does not, and the performance of this Agreement by the Company its obligations hereunder and the consummation of the Transactions Acquisition by it will not, (iA) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles certificate of association incorporation or bylaws of the Company or any equivalent organizational documents of any other Group Companyits subsidiaries, (iiB) assuming (solely with respect subject to performance of this Agreement and consummation the making of the Transactions) that filings and obtaining the matters referred to approvals identified in Section 3.05(b) are complied with and the Requisite Company Vote is obtained8(d)(ii), conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, injunctionjudgment or decree (collectively, judgment, decree or other order (“Law”"Laws") applicable to the Company or any Group Company of its subsidiaries or by which any property or asset of the Company or any Group Company of its subsidiaries is bound or affected, or (iiiC) violateexcept as disclosed in the Disclosure Schedule, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in a loss or modification adverse to the Company or its subsidiaries of any right or benefit under, give to others any right of termination, amendment, acceleration acceleration, repurchase, repayment, increased payments or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Group Company subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, a "Contract"), to which the Company or any Group Company subsidiary is a party or by which the Company or any subsidiary or any property or asset of their respective properties the Company or assets are any subsidiary is bound or any Material Company Permitaffected, except, with respect to in the case of clauses (iiB) and (iiiC), for any such conflictconflicts, violation, breach, default, right violations or other occurrence that consequences which would not, individually or in the aggregate, result prevent or delay in any material respect the consummation of the Acquisition or reasonably be expected to result prevent the Company from performing its obligations under this Acquisition Agreement in any material respect and which, in any case, would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.04(a) of the Company Disclosure Schedule or as may result from any facts or circumstances relating solely to Merger Sub, the execution and delivery of this Agreement by the Company do not, and the performance and consummation of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association Company Charter, Bylaws, Shareholder’s Agreement or equivalent organizational documents of the Company or any equivalent organizational documents of any other Group Companythe Transferred Subsidiaries (the “Constituent Documents”), (ii) assuming (solely with respect subject to performance of this Agreement and consummation obtaining the Company Required Approvals and, in the case of the Transactions) that Merger, the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedWritten Consent, and, expiration or termination of any applicable waiting period, conflict with or violate any law (statutory, common or otherwise), including any material statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of a Governmental Authority (“Law”) applicable to the Company or any Group of the Transferred Subsidiaries or (iii) conflict with, result in a breach of or default (with or without notice or the lapse of time or both) under, give rise to a right of termination, or result in the creation of any Lien (other than Permitted Liens), under any Material Contract to which the Company or the Transferred Subsidiaries is a party or by which any property or asset of any Group the Company or the Transferred Subsidiaries is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result except in the creation case of a Lien or other encumbrance on any property or asset of any Group Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permit, except, with respect to clauses clause (ii) and (iii)) above, for any such conflictconflicts, violation, breach, default, right violations or other occurrence that would notoccurrences which, individually or in the aggregate, result in or would not reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, a material adverse effect on the consummation ability of the Company to perform any material obligation under this Agreement or to consummate the Merger without material delay or other Transactionsimpairment.

No Conflict; Required Filings and Consents. (a) The Assuming all consents, waivers, approvals, authorizations, orders, permits, declarations, filings, registrations and notifications and other actions set forth in Section 4.06(a) of the Company Disclosure Schedule have been obtained or made, the execution and delivery by the Company of this Agreement by and the Ancillary Documents to which the Company is a party do not, and the performance of this Agreement by the Company of its obligations under this Agreement and the Ancillary Documents to which the Company is a party and the consummation of the Transactions do not and will not, : (i) assuming that the Requisite Company Vote is obtainedconflict with, conflict with or violate the memorandum and articles of association result in any violation or breach of, any provision of the Company or any equivalent organizational documents Organizational Documents of any other Group the Company, ; (ii) assuming result in any violation or breach of, or constitute (solely with respect or without notice or lapse of time, or both) a default (or give rise to performance a right of this Agreement and consummation termination, cancellation, modification or acceleration of any obligation or loss of any benefit) under, result in a Lien under, or require a consent or waiver under, any of the Transactionsterms, conditions or provisions of any Material Contract to which the Company is a party or is otherwise bound; (iii) that result in or give any Person any additional right or entitlement to any increased, additional, accelerated or guaranteed payment or performance under any of the matters referred terms, conditions or provisions of any Material Contract to in Section 3.05(bwhich the Company is a party; or (iv) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statutePermit, lawconcession, ordinancefranchise, regulation, rule, code, executive order, injunction, judgment, decree license or other order (“Law”) Law applicable to any Group the Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 property or asset of any Group Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective the properties or assets are bound or any Material Company Permitof the Company, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregatecase of clause (iv) of this Section 4.06, result in or reasonably be expected to result in as would not have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Schedule 3.05(a) of the Shareholder Disclosure Schedules, the execution, delivery and delivery performance by the Company Shareholders of this Agreement by and the other Transaction Documents to which the Company do notShareholders are a party, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated by this Agreement and the Transaction Documents, and compliance by the Company Shareholders with the terms hereof and thereof do not or will not, as the case may be (with or without the giving of notice, the lapse of time, or both): (A) (i) assuming that the Requisite Company Vote is obtained, violate or conflict with or violate any provision of the memorandum and articles of association Charter Documents of the Company or any equivalent organizational documents of any other Group Company, Company Subsidiary; (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, violate or conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable Law to any Group which the Company or by which any property or asset of any Group Company Subsidiary is bound or affected, bound; or (iii) violate, violate or conflict with, require consent under, result in any breach constitute grounds for termination of, result in loss of benefit a breach of, constitute a default under, or constitute a default (accelerate or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, permit the acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of any Group performance required by the terms of any License, Material Contract or judgment, decree, order, award or ruling applicable to the Company pursuant to, or any Contract to which any Group of the Company is a party Subsidiaries or by which any of their respective properties assets or assets are bound or any Material Company Permitproperties, except, with respect to except in the case of clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that would notoccurrences which, individually or in the aggregate, have not constituted or resulted in, would not constitute or result in or and would not reasonably be expected to constitute or result in a Company Material Adverse Effect or prevent (B) cause or materially impair or delayresult in the imposition of, or be reasonably expected afford any Person the right to prevent obtain, any Lien upon any property or materially impair or delay, the consummation other assets of any of the Merger Company or other Transactionsthe Company Subsidiaries (or upon any revenues, income or profits of any of the Company and the Company Subsidiaries therefrom).

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and subject to receipt of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 5.05(b), and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 5.05(b) of the Company Disclosure Schedule, including the Written Consent have been made, obtained or given, the performance of this Agreement by the Company and the consummation of the Transactions will not, not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of Company Organizational Documents or the Company or any equivalent organizational documents of any other Group CompanyCompany Subsidiary, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to the Company or any Group Company Subsidiary or by which any property or asset of the Company or any Group Company Subsidiary is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 than any Permitted Lien) on any property or asset of the Company or any Group Company Subsidiary pursuant to, any Contract contract to which the Company or any Group Company Subsidiary is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), ) for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences, which would not, individually or in the aggregate, result in or reasonably be expected to result in not have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote a Special Resolution is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote a Special Resolution is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (the “Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 property or asset of any Group Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably be expected to prevent or materially impair or delay, the consummation of the Merger or other Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b3.05(a) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rulerule (including rules and regulations of applicable securities exchanges), code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 property or asset of any Group Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or reasonably be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other Transactions.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby do not and will not, not (iA) assuming that the Company Requisite Company Vote is obtained, conflict with or violate the memorandum Company Memorandum and articles Articles of association of the Company Association or any equivalent organizational documents Company Subsidiary Memorandum and Articles of any other Group CompanyAssociation, (iiB) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statuteLaw, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of any Group Company is bound or affectedtheir respective properties are bound, assuming that all consents, approvals and authorizations contemplated by clauses (A) through (D) of subsection (ii) below have been obtained, and all filings described in such clauses have been made, or (iiiC) violaterequire the consent, conflict approval, authorization of, or notice to or filing with, require consent underany third party with respect to, or result in any breach of, result in loss or violation of benefit under, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) or result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien any note, bond, mortgage, indenture, contract, agreement, lease or other encumbrance on any property instrument or asset of any Group Company pursuant toobligation (each, any Contract a “Contract”) to which the Company or any Group Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to in the case of clauses (iiB) and (iiiC), for any such conflict, violation, breach, default, loss, right or other occurrence that would notnot reasonably be expected to, individually or in the aggregate, result in or reasonably be expected to result in (1) have a Company Material Adverse Effect Effect, or prevent (2) prevent, materially delay or materially impair impede the performance by the Company of its obligations under this Agreement or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other Transactionstransactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by and the Company do other Transaction Documents does not, and the performance of this Agreement by the Company and the consummation of the Transactions transactions contemplated by this Agreement and the other Transaction Documents will not, (i) assuming that conflict with, or result in any violation or breach of any provision of, the Requisite Company Vote is obtained, conflict with Certificate of Incorporation or violate the memorandum and articles of association Bylaws of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming result in any violation or breach of, or constitute (solely with respect or without notice or lapse of time, or both) a default (or give rise to performance a right of this Agreement and consummation termination, cancellation or acceleration of any obligation or loss of any material benefit) under, any of the Transactionsterms, conditions, or provisions of any note, bond, mortgage, indenture, lease contract or other agreement, instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries, properties or assets may be bound, or (iii) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree rule or other order (“Law”) regulation applicable to any Group the Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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 property or asset of any Group Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective its Subsidiaries, properties or assets are bound or any Material Company Permit, except(provided, with respect to clauses (ii) and (iii), that stockholder approval of such purchase is obtained in conformity with the rules and regulations of the National Association of Securities Dealers, Inc. (the "NASD Rules")), except in the case of (ii) and (iii) for any such conflictviolations, violationdefaults, breachbreaches, defaultterminations, right cancellations, accelerations, losses or other occurrence that conflicts which would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect Effect, and would not materially burden or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, delay the consummation of the Merger or other Transactionstransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by the Company Seller do not, and the performance of this Agreement by the Company and the consummation Seller of the Transactions transactions contemplated hereby or thereby will not, subject to obtaining the consents, approvals, authorizations, and permits and making the filings described in this Section or otherwise described on Schedule 3.2(c), (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, or result in any breach ofof any provision of Seller's Certificate of Incorporation or Bylaws, violate, conflict with, or result in loss of benefit undera violation or breach of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation permit the termination of, or result in the acceleration of, or entitle any party to accelerate (whether as a result of a change of control of Seller or otherwise) any obligation, or result in the loss of any benefit, or give any person the right to require any security to be repurchased, or give rise to the creation of a any Lien upon any of the material assets of the Company or any of its subsidiaries under any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, or deed of trust, or any license, lease, agreement or other encumbrance on any property instrument or asset of any Group Company pursuant to, any Contract obligation to which any Group Company Seller is a party or by which it, the Company or its subsidiaries or any of their respective properties or the material assets are bound of the Company or any Material Company Permitof its subsidiaries is bound except to the extent that such violation, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right termination, acceleration, loss of benefit, repurchase or other occurrence that creation of a Lien, charge, security interest or encumbrance would not, individually or in the aggregate, result in or reasonably be expected to result in not have a Company Material Adverse Effect or prevent or materially impair or delayEffect, or be reasonably expected (ii) violate any material order, writ, judgment, injunction, decree, statute, law, rule or regulation of any Governmental Entity applicable to prevent Seller or materially impair by which or delay, to which the consummation Company or its subsidiaries or any of the Merger material assets of the Company or other Transactions.any of its subsidiaries is bound or

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do notor the other Transaction Documents to be executed and delivered by the Company, and nor the performance of this Agreement by the Company and of its obligations hereunder or thereunder, nor the consummation by the Company of the Transactions transactions contemplated herein or therein, nor compliance by the Company with any of the provisions hereof, does or will not(with or without lapse of time or notice, or both) (i) assuming that the Requisite Company Vote is obtained, conflict with or violate result in a breach of any provisions of the memorandum and articles of association Organizational Documents of the Company or any equivalent organizational documents of any other Group Companyits Subsidiaries, (ii) assuming (solely with respect to performance of this Agreement and consummation of except as set forth on Schedule 4.3, require the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedconsent, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree notice or other order (“Law”) applicable to any Group Company action by or by which any property or asset of any Group Company is bound or affectedPerson under any Material Contract, or (iii) violateexcept as set forth on Schedule 4.3, conflict withand except as would not reasonably be expected to be materially adverse to the Company and its Subsidiaries, require consent undertaken as a whole, constitute or result in the breach of any breach term, condition or provision of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to others any termination, cancellation, acceleration, or loss of benefit or right of termination, amendmentcancellation, acceleration acceleration, or cancellation ofloss of benefit with respect to, or result in the creation or imposition of a any Lien or other encumbrance on upon any property or asset assets of the Company or any Group Company of its Subsidiaries pursuant to, any Contract Material Contract, or (iv) except for any notices or filings under the HSR Act and any Other Antitrust Laws applicable to which the Company or any Group of its Subsidiaries and the termination or expiration of any applicable waiting period thereunder, violate any material Order or Law applicable to the Company is a party or by which any of its Subsidiaries or any of their respective properties or assets are bound or any Material Company Permit, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other Transactionsassets.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company of this Agreement, the Escrow Agreement, and all other agreements and documents contemplated hereby to which it is or will be a party and the consummation by the Company of the Transactions do not and will not, directly or indirectly (with or without notice or lapse of time or both), and the performance of this Agreement compliance by the Company with its obligations hereunder and the consummation of the Transactions thereunder will not, directly or indirectly (with or without notice or lapse of time or both), (i) assuming that subject to obtaining the Requisite Company Vote is obtainedStockholder Approval, result in a violation or breach of or conflict with the Company Certificate or violate Company Bylaws or the memorandum and certificate or articles of association incorporation, bylaws, articles of organization, or limited liability company agreement (or comparable organizational documents), as applicable, of any of the Company or any equivalent organizational documents of any other Group Company’s Subsidiaries, (ii) assuming (solely with respect subject to performance of this Agreement obtaining or making the consents, approvals, Orders, authorizations, registrations, declarations, filings and consummation of the Transactions) that the matters referred to other actions described in Section 3.05(b) are complied with and the Requisite Company Vote is obtained4.06(b), conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to the Company or any Group Company of its Subsidiaries or by which any property or asset of the Company or any Group Company of its Subsidiaries is bound or affectedbound, or (iii) violate, conflict with, require consent under, result in any violation or breach of or conflict with any provisions of, result in loss of benefit under, or constitute (with or without notice or lapse of time, or both) a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to others any right of purchase, termination, amendment, acceleration or cancellation ofcancellation) under, or result in the loss of any benefit under, or result in the triggering of any payments pursuant to, any of the terms, conditions, or provisions of any material Contract to which the Company or any of its Subsidiaries is a party or by which it or any of its respective properties or assets may be bound, or (iv) result in the creation of a Lien or other encumbrance any material Lien, except for Permitted Liens, on any property or asset of any Group the Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitits Subsidiaries, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right of purchase, termination, amendment, acceleration or other occurrence cancellation, loss of any benefit, or payment that would notnot reasonably be expected to have, individually or in the aggregate, result in or reasonably be expected to result in a material adverse effect on the Company Material Adverse Effect or prevent or materially impair or delayand its Subsidiaries, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other Transactionstaken as a whole.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby do not and will not, not (iA) assuming that the Company Requisite Company Vote is obtained, conflict with or violate the memorandum Company Memorandum and articles Articles of association of the Company Association or any equivalent organizational documents of any other Group CompanyCompany Subsidiary Formation Documents, (iiB) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statuteLaw, law, ordinancerule, regulation, rule, code, executive order, injunction, judgment, judgment or decree or other order (“Law”) applicable to the Company or any Group Company Subsidiary or by which any property or asset of any Group Company is bound or affectedtheir respective properties are bound, assuming that all consents, approvals and authorizations contemplated by clauses (A) through (D) of subsection (ii) below have been obtained, and all filings described in such clauses have been made, or (iiiC) violaterequire the consent, conflict approval, authorization of, or notice to or filing with, require consent underany third party with respect to, or result in any breach of, result in loss or violation of benefit under, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) or result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien any note, bond, mortgage, indenture, contract, agreement, lease or other encumbrance on any property or asset of any Group Company pursuant towritten legally binding obligation (each, any Contract a “Contract”) to which the Company or any Group Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective properties or assets are bound or any Material Company Permitbound, except, with respect to in the case of clauses (iiB) and (iiiC), for any such conflict, violation, breach, default, loss, right or other occurrence that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions Merger (subject to the approval of this Agreement by the Company Required Vote) and the other transactions contemplated by this Agreement will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association any provision of the Company Certificate of Incorporation or any Company Bylaws, or the equivalent organizational charter documents of any other Group Subsidiary of the Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with applicable waiting period, and any extension thereof, under the Requisite Company Vote is obtainedHSR Act shall have expired or been terminated, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to any Group the Company or its Subsidiaries or by which any property or asset of the Company or any Group Company of its Subsidiaries is bound or affected, or (iii) violate, conflict with, require consent undersubject to the receipt of the consents set forth on Section 3.5 of the Company Disclosure Letter, result in any a breach of, result in loss of benefit under, or constitute a 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 default) under, or give to others any right of termination, consent, 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 an Encumbrance (other encumbrance than Permitted Encumbrances) on any property or asset of any Group the Company or its Subsidiaries pursuant to, any Contract to which any Group Company is a party or by which any Material Contract, except in the case of their respective properties or assets are bound or any Material Company Permit, except, with respect to clauses (ii) and (iii), ) above for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, result in or not reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by the Company do not, and the or performance of this Agreement by the Company and or the consummation by the Company of the Transactions will not, will: (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of subject to obtaining the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedShareholder Approval, conflict with or violate any statuteprovision of the Company Charter or Company Bylaws; (ii) assuming that all consents, lawapprovals and authorizations described in Section 3.04(b) have been obtained and all filings and notifications described in Section 3.04(b) have been made and any waiting periods thereunder have terminated or expired, ordinance, regulation, rule, code, executive order, injunction, judgment, decree conflict with or other order (“Law”) violate any Law applicable to any Group the Company or by which any property Company Subsidiary or asset any of any Group Company is bound their respective properties or affected, assets; or (iii) require any consent or approval under, violate, conflict with, require consent under, result in any breach of, result in of or any loss of any benefit under, or constitute a default under (with or an event which, with without notice or lapse of time time, or both), would become a 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 (other than a Permitted Lien) upon any of the respective properties or other encumbrance on assets of the Company or any property or asset of any Group Company Subsidiary pursuant to, any Company Material Contract to which the Company or any Group Company Subsidiary is a party (or by which any of their respective properties or assets are bound bound) or any Material Company Permit, except, with respect to clauses (ii) and (iii), as contemplated by Section 2.03 or for (A) any such conflictconsents, violationapprovals and authorizations, breachthe failure to obtain which would not, defaultindividually or in the aggregate, right reasonably be expected to have a Company Material Adverse Effect and (B) any such conflicts, violations, breaches, losses, defaults, terminations, rights of termination, vesting, amendment, acceleration or other occurrence cancellation or Liens that would not, individually or in the aggregate, result in or reasonably be expected to result in have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of any Governmental Authority (“Law”) applicable to any Group Company or by which any property or asset of any Group Company is bound or affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a 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, except Permitted Encumbrances, on any property or asset of any Group Company pursuant to, any Material Contract to which any Group other than the Credit Agreement (授信合同), dated June 15, 2017, between the Company is a party or by which any of their respective properties or assets are bound or any Material Company Permitand Malayan Banking Berhad, Shanghai branch (马来西亚马来亚银行有限公司上海分行) (the “Maybank Credit Agreement”), except, with respect to in the case of clauses (ii) and (iii), for any such conflict, violation, breach, or default, right right, creation of any Lien, or other occurrence that which would not, reasonably be expected to have, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.

No Conflict; Required Filings and Consents. (af) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement (including the completion of the Restructuring) by the Company and the consummation of the Transactions will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate any provision of the memorandum and articles of association Organizational Documents of the Company or any equivalent organizational documents of any other Group Companyits Subsidiaries, (ii) assuming (solely with respect to performance of this Agreement and consummation all of the Transactions) that the matters referred to Consents described in Section 3.05(b3.5(c) are complied with and the Requisite Company Vote is obtainedobtained or made, conflict with or violate any statuteprovision of or result in the breach of, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree any applicable Law to which the Company or other order (“Law”) applicable to any Group Company of its Subsidiaries is subject or by which any property or asset of the Company or any Group Company of its Subsidiaries is bound or affected, affected or (iii) violate, conflict with, require any consent or approval under, result in any breach of, result in of or any loss of any benefit under, or constitute a change of control or default (or an event which, which with notice or lapse of time or both, both would become a default) under, under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Group Company of its Subsidiaries, pursuant to, any Contract to which any Group Contract, Company is a party Permit or by which any of their respective properties other instrument or assets are bound or any Material Company Permitobligation, except, with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachconsents, defaultapprovals, right breaches, losses, defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in or reasonably be expected to result in a Company Material Adverse Effect or (1) prevent or materially impair or delaydelay consummation of the Merger, or be reasonably expected to (2) otherwise prevent or materially impair delay performance by the Company of any of its material obligations under this Agreement or delay, the consummation of the Merger or other Transactions(3) have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company Company, and the consummation of the Transactions Merger, will not, (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association or other equivalent organizational documents of the Company or any equivalent organizational documents of any other Group Company, its Subsidiaries; (ii) assuming (solely with respect to performance of this Agreement all consents, approvals, authorizations and consummation other actions described in Section 4.05(b) have been obtained or taken and all filings and obligations described in Section 4.05(b) have been made or satisfied, and assuming receipt of the Transactions) that the matters referred to in Section 3.05(b) are complied with and the Requisite Company Vote is obtainedShareholder Approval, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) Law applicable to the Company or any Group Company of its Subsidiaries or by which any property or asset of the Company or any Group Company of its Subsidiaries is bound or affected, ; or (iii) except as set forth in Section 4.05(a) of the Company Disclosure Schedule, violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right 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 property or asset of the Company or any Group Company of its Subsidiaries pursuant to, to any Contract or Company Permit to which the Company or any Group Company of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties or assets are is bound or any Material Company Permitaffected, except, with respect to clauses (ii) and (iii), for any such conflictconflicts, violationviolations, breachbreaches, default, right defaults or other occurrence that occurrences which would not, individually or in the aggregate, result in or reasonably be expected to result in not have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably expected to prevent or materially impair or delay, the consummation of the Merger or other TransactionsEffect.