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

No Conflict; Required Filings and Consents. a) The execution and delivery of the Transaction Documents by the Company do not, and the performance by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any 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 Company Subsidiary pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of the Transaction Documents this Agreement by the Company do notCompany, and the performance consummation by the Company of its obligations thereunder, the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or the comparable organizational documents of any Company Subsidiaryof its Subsidiaries, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term statute, ordinance, rule, regulation, order, judgment or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary its subsidiaries, or by which any property or asset of the Company them or any Company Subsidiary is of their respective properties or assets may be bound or affected, or (iii) result in any a violation or breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any 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 Company Subsidiary of its subsidiaries (any of the foregoing referred to in clause (ii) or this clause (iii) being a "Violation") pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary is boundany of its subsidiaries or any of their respective properties may be bound or affected, to obtain except in the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; case of the foregoing clauses (ii) or (iviii) give rise to for any Liability such Violations which, individually and in the aggregate, would not disclosed in Section 3.04(a) of have a Material Adverse Effect on the Company Disclosure ScheduleCompany.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do does not, and the performance of this Agreement by the Company (including but not limited to the consummation of its obligations thereunder, the Merger) will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents Bylaws or by-laws resolution of the Board of Directors or Company Stockholders or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or complied with, constitute a default under, violate or conflict with or violate in any material term respect any foreign or provision domestic (Federal, state, foreign, local or municipal) law, statute, ordinance, constitution, principle of common law, resolution, franchise, permit, concession, license, writ, decree code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any order of Governmental Entity and any courtorders, Governmental Authority or any Law writs, injunctions, awards, judgments and decrees applicable to the Company or any Subsidiary, as the case may be, or to any of their respective assets, properties or businesses (“Law”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) conflict with, result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent, approval or notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party (including but not limited to any Company Contract) or by which it or any property or asset of the Company or Company any Subsidiary is bound, to obtain the consent bound or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduleaffected.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company of its obligations thereunder, will shall not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.05(b) have been obtained and all filings and notifications described in Section 3.05(b) have been made, constitute a default under, violate or conflict with or violate any material term United States or provision of any non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of any court, Governmental Authority or any Law (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement (oral or result in any payment underwritten), any Material Contract lease, license, permit, franchise or other instrument (as defined in Section 3.11“Contract”) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it or any property or asset of the Company or any Company Subsidiary or any of their properties or assets is boundbound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences described in such clauses which would not reasonably be expected, individually or in the aggregate, to obtain the consent prevent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) materially delay consummation of the Transactions or otherwise prevent or materially delay the Company Disclosure Schedulefrom performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of the Transaction Documents this Agreement by the Company do not, not and the performance by the Company of its obligations thereunder, will not, not (i) contravene, conflict with or result in a any violation or breach of the Certificate of Incorporation or By-Laws of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings described in such clauses have been made, conflict with or violate the certificate of incorporation any applicable law, rule, regulation, order, judgment or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary is of their respective properties are bound or affected, (iii) require any consent or other action by any person under, result in any breach or violation of 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 or change of a benefit or right under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, approval or result in the creation of a Lien similar authorization or other encumbrance on any property instrument or asset of obligation (each, a “Contract”) to which the Company or any Company Subsidiary pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary is any of its subsidiaries or its or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, loss, right or other occurrence which would not, individually or in the aggregate, reasonably be expected to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedulehave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of its obligations thereunder, the Transactions will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents Bylaws (or by-laws or any equivalent similar organizational documents, each as amended to date, ) of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals and other authorizations described in a breach ofSection 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, constitute a default under, violate or conflict with or violate any material term statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or provision of any other order of any court, Governmental Authority or any Law ("LAW") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, 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 Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or result in any payment underoral), any Material Contract agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (as defined in Section 3.11each, a "CONTRACT") or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company or a Subsidiary or any property or asset of the Company or Company any Subsidiary is boundbound or affected, except, with respect to obtain the consent clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or approval of, or provide notice to, any other party occurrences which would not reasonably be expected to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the have a Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Transaction Documents Employment Agreement by the Company do not, not and the performance by the Company of its obligations thereunder, will not, not (i) result in a breach conflict with or violate the Certificate of Incorporation or By-Laws of the Company, (ii) conflict with or violate the certificate of incorporation or other constating documents or incorporation, by-laws or any equivalent organizational documents, each as amended to date, comparable constituent documents of the Company or any Company Subsidiarysubsidiaries of the Company, (iiiii) result assuming that all consents, approvals, authorizations, declarations and permits contemplated by clauses (i) through (vii) of subsection (b) below have been obtained, and all filings described in a breach ofsuch clauses have been made, constitute a default under, violate or conflict with or violate any material term law, rule, regulation, order, judgment or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary is bound of their respective properties are bound, or affected, (iiiiv) result in any breach or violation of 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, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien any note, bond, mortgage, indenture, contract, agreement, lease, license or other encumbrance on any property instrument or asset of obligation ("Contracts") to which the Company or any Company Subsidiary pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary is any of its subsidiaries or its or any of their respective properties are bound, to obtain except, in the consent or approval ofcase of clauses (ii), or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iii) and (iv) give rise above, for any such conflict, violation, breach, default, acceleration, loss, right or other occurrence that, individually or in the aggregate, would not, and would not reasonably be expected to, (x) have a Company Material Adverse Effect or (y) prevent, materially delay or materially impede the Company's ability to any Liability not disclosed in Section 3.04(a) of consummate the Company Disclosure ScheduleMerger or the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do does not, and the performance by consummation of the Company of its obligations thereunder, transactions contemplated hereby will not, not (i) result in a breach of or conflict with or violate the certificate of incorporation charter or other constating documents or by-laws or any equivalent organizational documentsbylaws, in each case as amended to dateor restated, of the Company or any Company Subsidiaryof its subsidiaries, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term federal, state, foreign or provision of any order of any courtlocal law, Governmental Authority statute, ordinance, rule, regulation, order, judgment, injunction or any Law decree (collectively, "Laws") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company or any Company Subsidiary their assets is bound or affected, subject or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, 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 or other encumbrance on any property or asset of the assets of the Company or any Company Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its subsidiaries is a party or by or to which it or any property or asset of the Company or Company Subsidiary any of its subsidiaries or any of their assets is boundbound or subject, except, with respect to obtain the consent or approval ofclauses (ii) and (iii) above, (A) such conflicts, violations, breaches, defaults, terminations, amendments, accelerations, cancellations, payments, or provide notice to, any other party to such agreement, contract, arrangement or understanding; Liens as would not have a Company Material Adverse Effect or (ivB) give rise to any Liability not disclosed as set forth in Section 3.04(a) of the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of the Transaction Documents this Agreement by the Company do not, and nor the performance consummation by the Company of its obligations thereunderthe transactions contemplated by this Agreement, nor compliance by the Company with any of the terms or provisions of this Agreement, will not, (i) result in a breach violate any provision of (x) the Company’s Certificate of Incorporation or conflict with Bylaws or violate (y) the certificate of incorporation or other constating documents bylaws (or by-laws or any equivalent organizational documents, each as amended to date, ) of any Subsidiary of the Company or any (assuming, in each case, with respect to the consummation of the Merger that the Company SubsidiaryStockholder Approval is obtained), (ii) result assuming that the Consents, registrations, declarations, filings and notices referenced in a breach ofSection 3.5(b) have been obtained or made, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected, affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event 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, amendment, acceleration or cancellation of or require the Consent of, notice to or result in filing with any third Person pursuant to any of the creation terms or provisions of any Contract to which the Company or any of its Subsidiaries is a Lien party (other than a Benefit Plan and other than the Convertible Notes) or other encumbrance on by which any property or asset of the Company or any Company Subsidiary pursuant toof its Subsidiaries is bound, or result in the creation of a Lien, other than any payment underPermitted Lien, upon any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require property or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (i)(y), (ii) and (iii), that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents by the Company of this Agreement do not, and the performance by the Company of its obligations thereunder, this Agreement will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents or byBy-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.05(b) have been obtained or taken and all filings and obligations described in Section 3.05(b) have been made or fulfilled, constitute a default under, violate or conflict with or violate any material term statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or provision of any order of any courtother order, including those promulgated, interpreted or enforced by a Governmental Authority or any Law ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) except as set forth in Section 3.05(a) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any 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 Company Subsidiary pursuant to, or result in any payment undernote, any Material Contract (as defined in Section 3.11) or Company Permit orbond, except as set forth in Section 3.04(a) of the Company Disclosure Schedulemortgage, require the Company or any Company Subsidiary, under the terms of any agreementindenture, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contractlease, arrangement license, permit, franchise or understanding; other instrument or obligation, except, with respect to clause (iv) give rise to iii), for any Liability not disclosed such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in Section 3.04(a) of the aggregate, have a Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Organizational Documents of the Company or any Company Subsidiary, ; (ii) result in a breach of, constitute a default under, violate or conflict with or violate in any material term respect any United States (federal, state or provision of any order of any courtlocal) or foreign law, Governmental Authority statute, rule, regulation, order, judgment, writ, injunction or any Law decree (collectively, "Laws") applicable to the Company or any Company Subsidiary or by which any material property or asset of the Company or any Company Subsidiary is bound or affected, ; or (iii) except as set forth on Schedule 3.05(a) of the Company Disclosure Schedule, require a consent under, violate, conflict with, result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any 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 Company Subsidiary pursuant to, any material promissory note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company or any Subsidiary or any property or asset of the Company or Company any Subsidiary is bound, to obtain the consent otherwise bound or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduleaffected.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents 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 contemplated by Schedule 4.05(a) of the Company Disclosure Schedule, the performance of this Agreement by the Company of its obligations thereunder, will not, not (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws bylaws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term statute, law, ordinance, regulation, rule, code, executive order, injunction, binding guidance, judgment, decree or provision other order, in each case, of any order of any court, Governmental Authority or any Law self-regulatory body (“Law(s)”) applicable to the Company or any Company Subsidiary or Subsidiary, by which any property or asset of the Company or any Company Subsidiary is bound or affectedaffected or which the Company or any Company Subsidiary has agreed to comply with, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any 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 Company Subsidiary pursuant to, or result in any payment under, any Material Contract Contract, except, with respect to clauses (as defined in Section 3.11ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which do not constitute a Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. a) The execution execution, delivery and delivery performance of the Company Transaction Documents by the Company do not, not and the performance by the Company of its obligations thereunder, will not, : (ia) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Organizational Documents of the Company or any Company Subsidiary, ; (iib) result in a breach of, constitute a default under, violate or conflict with or violate any material term law, rule, regulation, order, judgment or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its or any Company Subsidiary is of their respective properties are bound or affected; (c) require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity (iiiother than any filing required under Section 13(a) or (d), 14, 15(d) or 16(a) of the Exchange Act); (d) require the approval of the Company's stockholders under applicable state or federal law or the rules and regulations applicable to companies listed on the New York Stock Exchange ("NYSE"); (e) assuming that no member of the Investor Group is part of a "group," as such term is defined under the Exchange Act, with any person who is not a member of the Investor Group, result in any breach or violation of 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 by the Company or any Subsidiary 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 or other encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any Contract, Permit, Employment, Consulting or result in any payment under, any Material Contract (as defined in Section 3.11) Severance Agreement or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require other instrument or obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company or any property Subsidiary or asset any of their respective properties are bound or affected; or (f) assuming that no member of the Investor Group is part of a "group," as such term is defined under the Exchange Act, with any person who is not a member of the Investor Group, give rise to any obligation on the part of the Company or Company any Subsidiary is bound, to obtain the consent or approval of, pay or provide notice toany Severance Payment; other than (i) in the case of clauses (b) and (e) for such conflicts, any other party to violations, breaches, defaults, rights, losses and Liens as would not have a Material Adverse Effect and (ii) in the case of clause (c), such agreementconsents, contractapprovals, arrangement or understanding; or (iv) give rise to any Liability authorizations, permits, actions, filings and notifications, the absence of which would not disclosed in Section 3.04(a) of the Company Disclosure Schedulehave a Material Adverse Effect.

No Conflict; Required Filings and Consents. a) The execution and delivery of the Transaction Documents this Agreement by the Company do does not, and the performance by the Company of its obligations thereunder, hereunder will not, : (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, Company’s Governing Documents; (ii) result conflict with, breach or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, “Laws”) in a breach of, constitute a default under, violate or conflict with any material term or provision effect as of any order the date of any court, Governmental Authority or any Law this Agreement and applicable to the Company Company; or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) result in any breach of or of, 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 other entity any right of termination, amendment, acceleration or cancellation of, require payment under, 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 Company Subsidiary pursuant to, or result in any payment undernote, any Material Contract (as defined in Section 3.11) or Company Permit orbond, except as set forth in Section 3.04(a) of the Company Disclosure Schedulemortgage, require the Company or any Company Subsidiary, under the terms of any agreementindenture, contract, arrangement agreement, lease, license, permit, franchise or understanding other instrument or obligation to which it the Company is a party or by which it or any property or asset of the Company or Company Subsidiary any of its properties or assets is boundbound other than violations, to obtain the consent or approval ofconflicts, breaches, defaults, terminations, accelerations, creations of liens, or provide notice toincumbency that would not, any other party in the aggregate, have a Material Adverse Effect except to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) the extent that stockholder approval may be required as a result of the Authorized Stock Proviso, in which event, the Company Disclosure Schedule.will seek stockholder approval to an increase in the authorized Common Stock sufficient to enable the Company to be in compliance with this Section 4.5. SECURITIES PURCHASE AGREEMENT

No Conflict; Required Filings and Consents. (a) The Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 3.5(b) hereof, neither the execution and delivery of the Transaction Documents this Agreement by the Company do not, and nor the performance consummation of the Merger or other transactions contemplated hereby nor compliance by the Company with any of its obligations thereunder, the provisions hereof will not, (i) violate, conflict with, or result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result in a breach provision of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become constitute a default) under, or give to others any result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination, amendment, termination or acceleration or cancellation ofunder, or result in the creation of a any Lien upon any of the properties or other encumbrance on any property or asset assets of the Company or any Company Subsidiary pursuant to, or result in any payment of its Subsidiaries under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Scheduleterms, require conditions or provisions of (A) their respective Charter Documents or Governing Documents, (B) any note, bond, charge, lien, pledge, mortgage, indenture or deed of trust to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it such Subsidiary is a party or by to which it they or any property of their respective properties or asset of assets may be subject, or (C) any license, lease, agreement or other instrument or obligation to which the Company or Company any such Subsidiary is bound, a party or to obtain the consent which they or approval ofany of their respective properties or assets may be subject, or provide notice to(ii) violate any judgment, any other party ruling, order, writ, injunction, decree, statute, rule or regulation applicable to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduleor any of its Subsidiaries or any of their respective properties or assets, except, in the case of clauses (i) (B) and (C) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of its obligations thereunder, the Transactions will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents Bylaws (or by-laws or any equivalent similar organizational documents, each as amended to date, ) of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals and other authorizations described in a breach ofSection 3.05(a) have been obtained and that all filings and other actions described in Section 3.05(a) have been made or taken, constitute a default under, violate or conflict with or violate any material term statute, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or provision of any other order of any court, Governmental Authority or any Law (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) except as set forth in Section 3.05(a) of the Company Disclosure Schedule, result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to any right or obligation under, 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 Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or result in any payment underoral), any Material Contract agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (as defined in Section 3.11each, a “Contract”) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company or a Subsidiary or any property or asset of the Company or Company any Subsidiary is bound, to obtain the consent bound or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduleaffected.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do does not, and the performance consummation by the Company of its obligations thereunder, the Transactions will not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Organizational Documents of the Company or any Company Subsidiaryof its Subsidiaries, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term United States (federal, state or provision of any order of any courtlocal), Governmental Authority Canadian (federal, provincial or any Law local) or foreign law, rule, regulation, order, judgment, decree or common law (collectively, “Laws”) applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property of its properties or asset of the Company or any Company Subsidiary assets is bound or affected, except for such conflicts or violations that, individually or in the aggregate, would not have a Company Material Adverse Effect or (iii) result in any a violation or breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any 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 Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it the Company, any of its Subsidiaries or any property of their respective properties or asset of the Company assets is bound or Company Subsidiary is boundaffected, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not except as disclosed in Section 3.04(a) 2.06 of the Disclosure Schedule and except for any such violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not have a Company Disclosure ScheduleMaterial Adverse Effect or will not prevent or delay the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 3.4, the execution and delivery of the Transaction Documents this Agreement by the Company do does not, and the performance of this Agreement and the transactions contemplated hereby by the Company of its obligations thereunder, will not, (i) result in a breach of or to the Company's knowledge, conflict with or violate the certificate of incorporation any law, regulation, court order, judgment or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary of the Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their property is bound or affected, (ii) violate or conflict with the Company's Amended and Restated Articles of Incorporation (the "Restated Articles") or By-Laws or equivalent organizational documents of any Subsidiary, or (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or 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 or leased) of the Company or any Company Subsidiary of the Subsidiaries pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement instrument, permit, license or understanding franchise to which it the Company or any of the Subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleSubsidiaries or its or any of their property (whether owned or leased) is bound or affected, except for, in the case of clauses (i) and (iii), conflicts, violations, breaches or defaults which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of the Transaction Documents by the Company do not, and this Agreement nor the performance by the Company of its obligations thereunderhereunder, will notnor the consummation of the transactions contemplated hereby, will: (i) result in a breach of or conflict with or violate the Company's certificate of incorporation or other constating bylaws or the comparable charter or organizational documents or by-laws or of any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, its Subsidiaries; (ii) result assuming satisfaction of the requirements set forth in a breach of, constitute a default underSection 3.6(b) below, violate any statute, law, ordinance, rule or conflict with any material term or provision of any order of any courtregulation, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its Subsidiaries or any Company Subsidiary is bound of their Assets; or affected, (iii) result violate, breach, be in any breach of conflict with or constitute a default (or an event which, with notice or lapse of time or both, would become constitute a default) under, or give to others permit the termination of any right provision of, result in the termination of, the acceleration of termination, amendment, acceleration or cancellation the maturity of, or result in the creation acceleration of a Lien or other encumbrance on the performance of any property or asset obligation of the Company or any Company Subsidiary pursuant toof its Subsidiaries under, or result in the creation or imposition of any payment under, Lien upon any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) Assets of the Company Disclosure Schedule, require the Company or any Company Subsidiaryof its Subsidiaries under, or give rise to any third party's right of first refusal, or other similar right, under the terms any note, bond, indenture, mortgage, deed of any agreementtrust, lease, franchise, permit, authorization, license, contract, arrangement instrument or understanding other agreement or commitment or any order, judgment or decree to which it the Company or any of its Subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent any of its Subsidiaries or approval ofany of their respective Assets are bound or encumbered, or provide notice to, give any other party Person the right to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of require the Company Disclosure Scheduleor any of its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not cause a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 2.6 of the Disclosure Schedule, neither the execution and delivery of the Transaction Documents by the Company do not, and this Agreement nor the performance by the Company of its obligations thereunderhereunder, will notnor the consummation of the transactions contemplated hereby, will: (i) result in a breach of or conflict with or violate the Company's certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, bylaws; (ii) result assuming satisfaction of the requirements set forth in a breach of, constitute a default underSection 2.6(b) below, violate any statute, law, ordinance, rule or conflict with any material term or provision of any order of any courtregulation, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its Subsidiaries or any Company Subsidiary is bound of their properties or affected, assets; or (iii) result violate, breach, be in any breach of conflict with or constitute a default (or an event which, with notice or lapse of time or both, would become constitute a default) under, or give to others permit the termination of any right of termination, amendment, acceleration or cancellation provision of, or result in the creation termination of, the acceleration of a Lien the maturity of, or other encumbrance on the acceleration of the performance of any property or asset obligation of the Company or any of its Subsidiaries, or cause an indemnity payment to be made by the Company Subsidiary pursuant toor any of its Subsidiaries under, or result in the creation or imposition of any payment underlien upon any properties, any Material Contract (as defined in Section 3.11) assets or Company Permit or, except as set forth in Section 3.04(a) business of the Company Disclosure Schedule, require the Company or any Company Subsidiaryof its Subsidiaries under, under the terms any note, bond, indenture, mortgage, deed of any agreementtrust, lease, franchise, permit, authorization, license, contract, arrangement instrument or understanding other agreement or commitment or any order, judgment or decree to which it the Company or any of its Subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary any of its Subsidiaries or any of their respective assets or properties is bound, to obtain the consent bound or approval ofencumbered, or provide notice to, give any other party Person the right to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of require the Company Disclosure Scheduleor any of its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance consummation by the Company of its obligations thereunder, the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement will not, (i) conflict with, or result in a breach of any violation or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) result in any breach of 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 of, or result in, termination, amendmentmodification, cancellation or acceleration of any obligation or cancellation ofto the loss of a benefit under, or result in the creation of a any Lien in or upon any of the properties or other encumbrance on any property or asset assets of the Company or any of its Subsidiaries under, (i) the Company Subsidiary pursuant toCertificate or the Company Bylaws or the comparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, bond, debenture, note, mortgage, or result in indenture, or any payment underlease, any Material Contract supply agreement, license agreement, development agreement or other contract, agreement, obligation, commitment or instrument (as defined in Section 3.11) or Company Permit oreach, except as set forth in Section 3.04(a) of the Company Disclosure Scheduleincluding all amendments thereto, require a “Contract”), to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or any of their respective properties or other assets is subject or (iii) subject to obtaining the Company Stockholder Approval and assuming the consents, approvals, filings and other matters referred to Section 3.05(b) are duly obtained or made, any (A) statute, law, ordinance, rule or regulation (domestic or foreign) issued, promulgated or entered into by which it or with any property or asset of Governmental Entity (each, a “Law”) applicable to the Company or any of their respective Subsidiaries or any of their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation issued, promulgated or entered into by or with any Governmental Entity (each, an “Order”) applicable to the Company Subsidiary is boundor any of its Subsidiaries or their respective properties or other assets, to obtain other than, in the consent or approval of, or provide notice tocase of clauses (ii) and (iii), any other party such conflicts, violations, breaches, defaults, rights of termination, modification, cancellation or acceleration, losses or Liens that individually or in the aggregate have not had and would not reasonably be likely to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedulehave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby by Seller and the Company do not, and the performance by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents by-laws of Seller or the articles of incorporation or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result except as set forth in a breach ofSECTION 2.05(a) of the Disclosure Letter and assuming that all consents, constitute a default underapprovals, violate or authorizations and other actions described in SECTION 2.05(b) have been obtained and all filings and obligations described in SECTION 2.05(b) have been made, conflict with any material term or provision of any order of any court, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) result in any breach violation of 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, amendmentcancellation or acceleration of any obligation or loss of a benefit under, acceleration or cancellation ofgive rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of a Lien any Liens upon any of the properties or other encumbrance on any property or asset assets of the Company or any Company Subsidiary pursuant to, or result in any payment under, any Material Contract provision of (as defined in Section 3.11A) any contract, or Company Permit or, except as set forth in Section 3.04(a) of permit to which the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it any of the properties or any property or asset assets of the Company are bound; (B) any Order of any Governmental Entity applicable to the Company or any of the properties or assets of the Company Subsidiary is bound, to obtain as of the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understandingdate hereof; or (ivC) give rise any applicable Law, except, with respect to clause (ii), for any Liability not disclosed such conflicts, violations, breaches, defaults, or other occurrences as would not, individually or in Section 3.04(a) of the aggregate, have a Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do does not, and the performance of this Agreement by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws bylaws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 4.05(b) have been obtained, constitute a default underthat all filings and obligations described in Section 4.05(b) have been made and that the Company Stockholder Approval has been obtained, violate or conflict with or violate any material term United States or provision of non-United States (including without limitation any state, local, international or foreign) statute, law, ordinance, regulation, rule, code, writ, executive order, injunction, judgment, decree or other order of any court, Governmental Authority or any Law (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach of, loss of any 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 Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company or any Subsidiary or any property of any of them is bound or asset of affected, except, with respect to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the aggregate, would not have a Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents by the Company of this Agreement do not, the execution and delivery by the Company of any instrument required hereby to be executed and delivered by the Company at the Closing will not, and the performance of its agreements and obligations under this Agreement by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate of incorporation Company Charter or other constating documents or by-laws Company Bylaws or any equivalent organizational documents, each as amended to date, of the Company or any Company SubsidiarySubsidiary Documents, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term law, rule, regulation, order, judgment or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties is bound or affected, (iii) result in any material breach of or constitute a material default (or an event which, that with notice or lapse of time or both, both would become a material default) ), or impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, 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 Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary any of its Subsidiaries or its or any of their respective properties is boundbound or affected that is, in each case, material to obtain the consent or approval ofCompany, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to or result in any Liability not disclosed in Section 3.04(a) person having, or having the right to exercise, any pre-emptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company Disclosure Scheduleor any of its Subsidiaries or any of their respective assets or properties pursuant to any agreement to which the Company or any of its Subsidiaries is a party.

No Conflict; Required Filings and Consents. (a) The Assuming that all consents, licenses, permits, waivers, approvals, authorizations, orders, filings and notifications contemplated by the exceptions to Section 2.05(b) are obtained or made and except as disclosed in Section 2.05(a) of the Company Disclosure Schedule, the execution and delivery of the Transaction Documents this Agreement by the Company do does not, and the performance by the Company of its obligations thereunderhereunder, including consummation of the transactions contemplated hereby, will not, not (i) result in a breach of or conflict with or violate the certificate Articles of incorporation Incorporation or other constating documents Bylaws, or by-laws or any the equivalent organizational documents, in each case as amended to dateor restated, of the Company or any Company Subsidiaryof its subsidiaries, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term or provision applicable Laws in effect as of any order the date of any courtthis Agreement, Governmental Authority or any Law judgment, order or decree applicable to the Company or any Company Subsidiary of its subsidiaries or by or to which any property or asset of the Company or any Company Subsidiary their respective properties is bound or affected, subject or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, 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 of the properties or asset assets of the Company or any Company Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its subsidiaries is a party or by or to which it or any property or asset of the Company or Company Subsidiary any of its subsidiaries or any of their respective properties is bound, to obtain the consent bound or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedulesubject.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement and the consummation of the Merger by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate Articles or the Bylaws or the articles of incorporation or other constating documents or by-laws bylaws (or any equivalent organizational documents, each as amended to date, ) of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals and other authorizations described in a breach ofSection 4.05(b) of this Agreement have been obtained and that all filings and other actions described in Section 4.05(b) of this Agreement have been made or taken, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) except with respect to the Debentures, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any 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 Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company or a Subsidiary or any property or asset of the Company or Company any Subsidiary is boundbound or affected, except with respect to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; clause (ii) or (iv) give rise to iii), for any Liability such conflicts, violations, breaches, defaults or other occurrences that would not disclosed in Section 3.04(a) of the Company Disclosure Schedulehave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of the Transaction Documents this Agreement by the Company do not, not and the performance by the Company of its obligations thereunder, will not, not (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents or byBy-laws or any equivalent organizational documents, each as amended to date, Laws of the Company or the organizational documents of any Company Subsidiaryof the Company’s subsidiaries, (ii) result assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of subsection (b) below have been obtained, and all filings described in a breach ofsuch clauses have been made, constitute a default under, violate or conflict with or violate any material term or provision of any order of any courtstate or federal law, Governmental Authority ordinance, rule, regulation, order, judgment or any Law decree applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary is of their respective properties are bound or affected, (iii) result in any breach or violation of 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, amendmentcancellation, amendment or acceleration of, any contract, plan, undertaking, understanding, agreement, license, lease, note, bond, mortgage, indenture, permit, instrument, obligation or cancellation ofother binding commitment, whether written or oral (each, a “Contract”) to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound, or result in the creation of any mortgage, pledge, lien, charge, restriction, claim or encumbrance (each, a Lien “Lien”) upon any of the properties or other encumbrance on any property or asset assets of the Company or any Company Subsidiary pursuant toof its subsidiaries, except, in the case of clauses (ii) and (iii), for any such breach, violation or result default which would not, individually or in any payment underthe aggregate, any have a Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleAdverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents by the Company of this Agreement and the consummation by the Company of the Transactions do not and will not, and the performance compliance by the Company of with its obligations thereunder, hereunder and thereunder will not, (i) result in a violation or breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company Charter or any Company SubsidiaryBylaws, (ii) result subject to obtaining or making consents, approvals, authorizations and other actions described in a breach ofsubsection (b) of this Section 5.05, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affectedbound, (iii) result in any violation or breach of or conflict with any provisions of, or constitute a default (with or an event which, with without notice or lapse of time or both, would become ) a default) under, default (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 to which the Company or any Company Subsidiary 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 Lien, except for Permitted Liens, on any property or asset of the Company or any Company Subsidiary pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreementexcept, contractwith respect to clauses (ii), arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iii) and (iv) give rise ), for such triggering of payments, Liens, encumbrances, filings, notices, permits, authorizations, consents, approvals, violations, terminations, amendments, accelerations, cancellations, conflicts, breaches or defaults, which would not, individually or in the aggregate, reasonably be expected to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedulehave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents by the Company do notof, and the performance by the Company of its obligations thereunderunder, this Agreement, do not and will not, not (i) result in a breach of or conflict with or violate the certificate of incorporation Charter or other constating documents or by-laws Bylaws or any equivalent organizational documents, each as amended to date, document of any of the Company or any Company SubsidiaryCompany's subsidiaries, (ii) result assuming that all consents, approvals and authorizations contemplated by subsection (b) below have been obtained and all filings described in a breach ofsuch subsection (b) have been made, constitute a default under, violate or conflict with or violate any material term law, rule, regulation, order, judgment or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary is bound or affectedof their respective properties are bound, (iii) result in the creation of any Lien on any of the material properties or assets of the Company or any of its subsidiaries or (iv) result in (A) any breach or violation of 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, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Contract to which the Company or any Company Subsidiary pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its subsidiaries is a party or by which it or any property or asset of the Company or any of its subsidiaries or its or any of their respective properties or assets are bound or (B) any change of any rights or obligations of any party to a Contract to which the Company Subsidiary or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties or assets are bound, to obtain except, in the consent or approval ofcase of clauses (ii), or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iii) and (iv) give rise to above, for any Liability not disclosed such conflict, violation, Lien, breach, default, loss, right, change or other occurrence which would not, individually or in Section 3.04(a) of the aggregate, have a Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company of its obligations thereunder, will not, (i) result (assuming the shareholder approval set forth in a breach of or Section 3.4 is obtained) conflict with or violate any provision of the certificate of incorporation Company's Articles or other constating documents or bythe Company's By-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, constitute a default under, violate or conflict with or violate any material term foreign or provision of any order of any courtdomestic law, Governmental Authority statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or any Law decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, 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, amendmenttermination or amendment of, acceleration or cancellation ofof any obligation or benefit under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, or result in any payment undernote, any Material Contract bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.113.6) or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) have a Company Permit or, except as set forth in Section 3.04(aMaterial Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleCompany.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.05 of the Company Disclosure Schedule, the execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of its obligations thereunder, the Merger and the Other Transactions will not, (i) conflict with, violate or result in a breach of the Charter Documents of the Company, TransMontaigne Partners or the General Partner, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate the certificate of incorporation any U.S. federal, state or local or foreign statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, order (ii“Law”) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a loss of a material benefit under, give rise to a material obligation under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment underother binding commitment, any Material Contract instrument or obligation (as defined in Section 3.11each, a “Contract”) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company, or a Subsidiary or any property or asset of the Company or Company any Subsidiary is boundbound or affected, except, with respect to obtain clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that, individually or in the consent or approval ofaggregate, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability would not disclosed in Section 3.04(a) of the have a Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance by the Company of its obligations thereunder, under this Agreement or the consummation by the Company of the Transactions will not, : (i) result in a breach of or conflict with or violate the certificate of incorporation Company Charter Documents or other constating documents or by-laws or any the equivalent organizational documents, each as amended to date, documents of any of the Company or any Company Subsidiary, Company's Subsidiaries; (ii) result subject to compliance with the requirements set forth in a breach ofSection 2.5(b) and obtaining the Section 350 Vote, constitute a default under, violate or conflict with or violate any material term or provision of any order of any court, Governmental Authority or any Law Legal Requirement applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties is bound or affected, ; or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or 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, renegotiation, 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 Company Subsidiary pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.118.7(c)) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it the Company or any property of its Subsidiaries or asset its or any of their respective properties are bound or affected, except in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, impairments, rights, losses or Liens that, individually or in the aggregate with similar conflicts, violations, defaults, impairments, rights, losses or Liens, would not reasonably be expected to (x) be material to the Company and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; perform its obligations under this Agreement or (ivz) give rise to any Liability not disclosed in Section 3.04(a) prevent or materially delay the consummation of the Company Disclosure ScheduleTransactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent of this Agreement do not, the Transaction Documents execution and delivery by Parent of any instrument required hereby to be executed and delivered by Parent at the Company do Closing will not, and the performance by the Company of its agreements and obligations thereunder, under this Agreement by Parent will not, (i) result in a breach of or conflict with or violate the certificate of incorporation Parent Charter Documents or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company SubsidiaryCharter Documents, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term federal, state, local, municipal, foreign or provision other law, statute, constitution, resolution, ordinance, code, order, edict, decree, rule, regulation or ruling issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any order of any courtGovernmental Entity (each, Governmental Authority or any Law a "Legal Requirement") applicable to Parent or the Company or any Company Subsidiary or by which any property or asset of the Company it or any Company Subsidiary of its properties is bound or affected, ; or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under), or impair the Company's rights, 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 the Company properties or any Company Subsidiary pursuant to, or result in any payment under, any Material Contract assets (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(aincluding intangible assets) of the Company Disclosure Schedulepursuant to, require the Company or any Company Subsidiarynote, under the terms of any agreementbond, mortgage, indenture, contract, arrangement agreement, lease, license, permit, franchise or understanding other instrument or obligation to which it the Company is a party or by which it or any property or asset of the Company or Company Subsidiary any of its properties is boundbound or affected, other than such breaches, defaults or impairments as would not, individually or in the aggregate, have or reasonably be expected to obtain have a Material Adverse Effect on the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleCompany.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of its obligations thereunder, the Transactions will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents Bylaws (or by-laws or any equivalent similar organizational documents, each as amended to date, ) of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals and other authorizations described in a breach ofSection 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, constitute a default under, violate or conflict with or violate any material term statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or provision of any other order of any court, Governmental Authority or any Law ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, 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 Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or result in any payment underoral), any Material Contract agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (as defined in Section 3.11each, a "Contract") or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company or a Subsidiary or any property or asset of the Company or Company any Subsidiary is boundbound or affected, except, with respect to obtain the consent clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or approval of, or provide notice to, any other party occurrences which would not reasonably be expected to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the have a Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of the Transaction Documents this Agreement by the Company do notCompany, and the performance consummation by the Company of its obligations thereunderthe Merger and the other transactions contemplated hereby, do not and will not, not (i) result in a breach of or conflict with or violate any provision of the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company SubsidiaryCompany, (ii) except as set forth on Section 3.4(a) of the Company Disclosure Schedule and assuming compliance with the matters set forth in Section 3.4(b), conflict with or result in a any breach or violation of, or constitute a default under, or give rise to any right of termination, acceleration or other alteration in the rights under, (A) any Material Contract (other than any Material Contract that is (x) not a Government Contract and (y) terminable without liability by either party thereto upon 90 days or less notice) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties, assets or rights are bound or (B) any Permit applicable to the Company or any of its Subsidiaries, (iii) assuming compliance with the matters set forth in Section 3.4(b) and assuming the Company Stockholder Approval is obtained, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which (iv) result in the creation of any property Lien upon any of the properties, assets or asset rights of the Company or any Company Subsidiary is bound of its Subsidiaries (other than any such Lien created as a result of any action taken by Parent or affectedMerger Sub), except, in the case of clauses (ii), (iii) result in and (iv) above, for any breach of or constitute a default (or an event whichsuch conflict, with notice or lapse of time or bothviolation, would become a breach, default) under, or give to others any right of termination, amendmentacceleration, acceleration or cancellation ofalteration, or result in the creation of a Lien or other encumbrance on any property occurrence that would not, individually or asset of in the aggregate, constitute a Company or any Company Subsidiary pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleAdverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company of its obligations thereunder, will not, (i) result in a breach assuming receipt of or the Company Stockholder Approval, conflict with or violate any provision of the certificate of incorporation Company Charter or other constating documents or by-laws Company Bylaws or any equivalent organizational documents, each as amended to date, or governing documents of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals, authorizations and permits described in a breach ofSection 4.5(b) have been obtained, constitute a default underall filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound bound, or affected, (iii) require any consent or approval under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary 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 (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, debt instrument, indenture, Contract, ground lease, Real Property Lease, license, permit or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require other legally binding obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party party, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or by which it other occurrences which, individually or any property or asset of in the aggregate, have not had and would not reasonably be expected to have a Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation of the Transaction Documents transactions contemplated hereby and compliance with the provisions hereof by the Company do not, not and the performance by the Company of its obligations thereunder, will not, not (i) result in a breach of or conflict with or violate the certificate of incorporation Restated Certificate or other constating documents or byBy-laws or any equivalent organizational documents, each as amended to date, Laws of the Company or any Company SubsidiaryCompany, (ii) result assuming that all consents, approvals and authorizations contemplated by clauses (i), (ii), (iii) and (iv) of subsection (b) below have been obtained and all filings described in a breach ofsuch clauses have been made, constitute a default under, violate or conflict with or violate any material term statute, law, rule, regulation, ordinance, order, judgment or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary is of their respective properties or assets are bound or affected, (iii) conflict with, or result in any breach or violation of 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, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a any Lien in or other encumbrance on upon any property of the properties or asset assets of the Company or any Company Subsidiary pursuant toof its subsidiaries under, or result in give rise to any payment underincreased, additional, accelerated or guaranteed rights or entitlements under any Material Contract (as defined in Section 3.11) provision of any agreement or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require other instrument binding upon the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it its subsidiaries or any property license, franchise, permit, certificate, approval or asset other similar authorization affecting, or relating to the assets or business of the Company and its subsidiaries, except, in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default or Company Subsidiary is boundother occurrence which would not be reasonably expected to have, to obtain individually or in the consent or approval ofaggregate, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedulea Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of its obligations thereunder, the Transactions will not, (i) result in a breach of or conflict with or violate the Company Charter, the Company By-Laws, or the certificate of incorporation or other constating documents or and by-laws (or any equivalent organizational documents, each as amended to date, ) of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals and other authorizations described in a breach ofSection 3.05(b) have been obtained, constitute a default underthat all filings and other actions described in Section 3.05(b) have been made or taken and the Company Shareholder Approval has been obtained, violate or conflict with or violate any material term federal, state, local or provision foreign law, statute, ordinance or law, or any rule, regulation, standard, Order or agency requirement of any order of any court, Governmental Authority or any Law (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) by the Company or any Company Subsidiary under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the loss of any benefit under, or the creation of a any Lien on the properties or assets of the Company or any Company Subsidiary pursuant to, any Contract or other encumbrance on instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or a Company Subsidiary or any property or asset of the Company or any Company Subsidiary pursuant tois bound or affected, or result in any payment underexcept, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) with respect to each of the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Company Disclosure Schedule, require Material Adverse Effect or materially delay the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset consummation of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleTransactions.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.6 of the Company Disclosure Schedule, neither the execution and delivery of the Transaction Documents by the Company do not, and this Agreement nor the performance by the Company of its obligations thereunderhereunder, will notnor the consummation of the transactions contemplated hereby, will: (i) result in a breach of or conflict with or violate the Company's certificate of incorporation or other constating bylaws or the comparable charter or organizational documents or by-laws or of any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, its material Subsidiaries; (ii) result assuming satisfaction of the requirements set forth in a breach of, constitute a default underSection 3.6(b) below, violate any statute, law, ordinance, rule or conflict with any material term or provision of any order of any courtregulation, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its Subsidiaries or any Company Subsidiary is bound of their properties or affected, assets; or (iii) result violate, breach, be in any breach of conflict with or constitute a default (or an event which, with notice or lapse of time or both, would become constitute a default) under, or give to others permit the termination of any right of termination, amendment, acceleration or cancellation provision of, or result in the creation termination of, the acceleration of a Lien the maturity of, or other encumbrance on the acceleration of the performance of any property or asset obligation of the Company or any Company Subsidiary pursuant toof its Subsidiaries under, or result in the creation or imposition of any payment underlien upon any properties, any Material Contract (as defined in Section 3.11) assets or Company Permit or, except as set forth in Section 3.04(a) business of the Company Disclosure Schedule, require the Company or any of its Subsidiaries under, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract (including, without limitation, Company SubsidiaryContracts), under the terms of instrument or other agreement or commitment or any agreementorder, contract, arrangement judgment or understanding decree to which it the Company or any of its Subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary any of its Subsidiaries or any of their respective assets or properties is bound, to obtain the consent bound or approval ofencumbered, or provide notice to, give any other party Person the right to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of require the Company Disclosure Scheduleor any of its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company of its obligations thereunder, will not, (i) result (assuming the stockholder approval set forth in a breach of or Section 3.04 is obtained) conflict with or violate any provision of the certificate of incorporation Company's Certificate or other constating documents or bythe Company's By-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made, constitute a default under, violate or conflict with or violate any material term foreign or provision of any order of any courtdomestic law, Governmental Authority statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or any Law decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, affected or (iii) except as set forth in Section 3.05(a) of the Company Disclosure Schedule, result in any breach of, 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, 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 Company Subsidiary pursuant to, or result in any payment undernote, any Material Contract bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.113.06) or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) have a Company Permit or, except as set forth in Section 3.04(aMaterial Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleCompany.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by such Seller, nor the Transaction Documents consummation by such Seller of the Company do not, and the performance transactions to which it is a party that are contemplated by the Company of its obligations thereunder, will notthis Agreement will, (i) if such Seller is a corporation, limited liability company, limited partnership or trust, conflict with, or result in a any violation or breach of, any provision of or conflict with or violate the certificate or articles of incorporation incorporation, bylaws, limited liability or other constating documents operating agreement , partnership agreement or by-laws or any equivalent organizational documents, each as amended to date, trust agreement of the Company or any Company Subsidiarysuch Seller, (ii) result in a any violation or breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) result in any breach of or constitute (with or without notice or lapse of time, or both) a default (or an event whichgive rise to a right of termination, with notice cancellation or lapse acceleration of time any obligation or both, would become a defaultloss of any benefit) under, or give to others any right of termination, amendment, acceleration require a consent or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, or result in any payment waiver under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Scheduleterms, require the Company conditions or any Company Subsidiary, under the terms provisions of any note, bond, trust agreement, contractmortgage, arrangement indenture, lease, contract or understanding other agreement, instrument or obligation to which it such Seller is a party or by which it such Seller or any property of its properties or asset of the Company or Company Subsidiary is assets may be bound, or (iii) subject to obtain the consent governmental filings and other matters referred to in Section 4.03(b), conflict with or approval ofviolate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or provide notice to, any other party regulation applicable to such agreementSeller or any of its properties or assets; except in the case of clauses (ii) and (iii) for any such conflict, contractviolation, arrangement breach, default or understanding; other matter which, individually or (iv) give rise to any Liability in the aggregate, would not disclosed in Section 3.04(a) of the Company Disclosure Scheduleprevent such Seller from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents by the Company of this Agreement do not, and the performance by the Company of its obligations thereunder, this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, (i) result in a breach of or assuming the Shareholder Approval is obtained, conflict with or violate any provision of the certificate of incorporation or other constating documents or by-laws Company Memorandum and Articles or any equivalent organizational documents, each as amended to date, or governing documents of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals and authorizations described in a breach ofSection 4.4(b) will have been obtained prior to the Effective Time, constitute a default underall filings and notifications described in Section 4.4(b) will have been made and any waiting periods or approvals thereunder will have terminated, violate expired or been obtained prior to the Effective Time and the Shareholder Approval is obtained, conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, affected or (iii) require any consent or approval under, result in any breach 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 on any property or asset of the Company or any Company Subsidiary pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it any of their respective properties or any property or asset of the Company or Company Subsidiary is assets are bound, except, with respect to obtain the consent or approval ofclauses (ii) and (iii), or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability for matters that would not disclosed in Section 3.04(a) of the have a Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.05(a) of the Company Disclosure Schedule, the execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of its obligations thereunder, the Merger and the Other Transactions will not, (i) conflict with, violate, or result in a breach of the Articles of Incorporation or conflict with Bylaws (or violate the certificate of incorporation or other constating documents or by-laws or any equivalent similar organizational documents, each as amended to date, ) of the Company or any Company Subsidiaryof its Subsidiaries, (ii) result assuming that all consents, approvals, and other authorizations described in a breach of, constitute a default underSection 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, violate any federal, state, local or conflict with foreign governmental statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or requirement, including any material term rule, regulation and order promulgated thereunder and any order, decree, writ, settlement, stipulation, injunction, award, consent or provision judgment of any order of any court, Governmental Authority or any Law Entity ("Law") applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) assuming that all consents, approvals, and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent, or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration acceleration, or cancellation of, or cause additional fees to be due under or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant toto any note, bond, mortgage, indenture, contract (written or oral), obligation, Plan, undertaking, arrangement, agreement, lease, license, permit, franchise or other binding commitment, instrument, or result in any payment underobligation (each, any Material Contract (as defined in Section 3.11a "Contract") or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or any property or asset of the Company or Company any Subsidiary is boundbound or affected, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed assuming that all consents, approvals, and other authorizations described in Section 3.04(a3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, violate any permits, licenses, accreditations, certificates, approvals, exemptions, orders, franchises, permissions, agreements, qualifications, authorizations, and registrations required by Law (each, a "Permit") of the Company Disclosure Scheduleor any of its Subsidiaries or any of the schools regulated as such by the United States Department of Education (the "DOE") or other Education Department or Accrediting Body and owned and operated by the Company or any of its Subsidiaries (the "Schools") or any Law applicable to the Company or any of its Subsidiaries or the Schools, or (v) assuming that all consents, approvals, and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, violate any standard or requirement of any entity or organization, whether private or quasi-private, whether foreign or domestic, which engages in the granting or withholding of accreditation of post-secondary schools or their educational programs in accordance with standards and requirements relating to the performance, operations, financial condition and/or academic standards of such schools (each such entity or organization, an "Accrediting Body"), except, with respect to clauses (ii), (iii), (iv), and (v) above, for any such violations, conflicts, breaches, defaults, or other occurrences which would not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents by the Company of this Agreement, each Related Agreement to which it is a party and any instrument required by this Agreement to be executed and delivered by the Company at the Closing do not, and the performance by the Company of its obligations thereunderunder this Agreement, each Related Agreement to which it is a party and any instrument required by this Agreement to be executed and delivered by the Company at the Closing, will not, not (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents bylaws or by-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term Law, Regulation or provision of any order of any court, Governmental Authority or any Law Order applicable to the Company or any Company Subsidiary or by which any property of its or asset of the Company or any Company Subsidiary their respective properties is bound or affected, (iii) conflict with, result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or impair the Company's or any Company Subsidiary'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 of the properties or asset assets of the Company or any Company Subsidiary pursuant toto any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it or any property or asset of the Company or any Company Subsidiary or any of its or their respective properties is boundbound or affected, including without limitation any Intellectual Property Rights licensed to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduleor such Company Subsidiary, except in the foregoing clause (ii) for any such violation, conflict, default, right or Lien which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of the Transaction Documents this Agreement by the Company do not, and nor the performance consummation by the Company of its obligations thereunderthe transactions contemplated by this Agreement, nor compliance by the Company with any of the terms or provisions of this Agreement, will not, (i) result in a breach violate any provision of (A) the Company’s Certificate of Incorporation or conflict with Bylaws or violate (B) the certificate of incorporation or other constating documents bylaws (or by-laws or any equivalent organizational documents, each as amended to date, ) of any Subsidiary of the Company or any (assuming, in each case, with respect to the consummation of the Merger that the Company SubsidiaryStockholder Approval is obtained), (ii) result assuming that the Consents, registrations, declarations, filings and notices referenced in a breach ofSection 3.5(b) have been obtained or made, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected, affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event 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, amendment, acceleration or cancellation of or require the Consent of, notice to or result in filing with any third Person pursuant to any of the creation terms or provisions of any material Contract to which the Company or any of its Subsidiaries is a Lien party (other than a Benefit Plan) or other encumbrance on by which any property or asset of the Company or any Company Subsidiary pursuant toof its Subsidiaries is bound, or result in the creation of a Lien, other than any payment underPermitted Lien, upon any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require property or assets of the Company or any of its Subsidiaries, other than, in the case of clauses, (i)(B), (ii) and (iii), that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. a) The Neither the execution and delivery of the Transaction Documents this Agreement by the Company do notnor the issuance of the Notes and other Transaction Documents, and the performance by the Company of its obligations thereunder, will not, hereunder and thereunder will: (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws Company’s or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, ’s Governing Instruments; (ii) result conflict with, breach or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, “Laws”) in a breach of, constitute a default under, violate or conflict with any material term or provision effect as of any order the date of any court, Governmental Authority or any Law this Agreement and applicable to the Company or any Company Subsidiary Subsidiary; or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) result in any breach of or of, 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 other entity any right of termination, amendment, acceleration or cancellation of, require payment under, 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 Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it or any property or asset of the Company or Company any Subsidiary or any of their respective properties or assets is bound, other than such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens that would not, in the aggregate, have a Material Adverse Effect except to obtain the consent or extent that stockholder approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) may be required as a result of the Authorized Stock Proviso, in which event, the Company Disclosure Schedulewill seek stockholder approval to an increase in the authorized Common Stock sufficient to enable the Company to be in compliance with this Section 4.5. Neither the execution of this Agreement nor the consummation of the terms contemplated by this Agreement will impair Greenpower’s rights under the PRC Agreements.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of the Transaction Documents this Agreement or any Ancillary Agreement by the Company do notSellers or the Company, and nor the performance consummation by the Sellers or the Company of its obligations thereunderthe transactions contemplated hereby or thereby, will notnor compliance by the Sellers or the Company with any of the provisions hereof or thereof, will: (i) conflict with or result in a breach of or conflict with or violate any provisions of any of the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Charter Documents of the Company or any Company Subsidiary, of its Subsidiaries; (ii) except as set forth on Schedule 4.3(a), constitute or result in a the breach of any term, condition or provision of, or constitute a default under, violate or conflict give rise to any right of termination, cancellation or acceleration with any material term respect to, or provision result in the loss of any order rights under or the creation or imposition of a Lien upon any property or assets of the Company or any of its Subsidiaries pursuant to, or require the obtaining by the Company or any of its Subsidiaries of any court, Governmental Authority Consent (including any consent required to be obtained by the Company or any of its Subsidiaries in order to keep such note, bond, mortgage, indenture or Contract in effect following the consummation of the Merger or in order for the Company or any of its Subsidiaries not to be in breach or violation of any such note, bond, mortgage, indenture or Contract) pursuant to, or require notice by the Company or any of its Subsidiaries to any Person under, any note, bond, mortgage, indenture or Contract to which any of them is a party or by which any of them or their respective properties or assets may be subject, and that would, in any such event, be material to the Company and its Subsidiaries, taken as a whole; or (iii) violate any Order or Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its Subsidiaries or any Company Subsidiary is bound of their respective properties or affected, (iii) result assets in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any 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 Company Subsidiary pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedulematerial respect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of its obligations thereunder, the Transactions will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents Bylaws (or by-laws or any equivalent similar organizational documents, each as amended to date, ) of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals and other authorizations described in a breach ofSection 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, constitute a default under, violate or materially conflict with or violate any material term federal, state, local or provision of any foreign statute, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or other order of any court, Governmental Authority or any Law ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) except as set forth on Schedule 3.05(a)(iii), result in any breach of or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in the loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or (other encumbrance than a Permitted Lien) on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or result in any payment underoral), any Material Contract agreement, lease, license, Permit, franchise or other binding commitment, instrument or obligation (as defined in Section 3.11each, a "Contract") or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company or a Subsidiary or any property or asset of the Company or Company any Subsidiary is boundbound or affected, except with respect to (ii) and (iii) above for those conflicts, violations, breaches, defaults or losses, or for which the failure to obtain such consents, would not reasonably be expected to have, individually or in the consent or approval ofaggregate, or provide notice to, a Material Adverse Effect. The Company has not been advised of any other party reason why the consents required under the contracts set forth on Schedule 3.05(a)(iii) could not be obtained prior to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleClosing.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do does not, and the performance of this Agreement and the Transactions by the Company of its obligations thereunder, will not, : (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Organizational Documents of the Company or any Company Subsidiary, ; (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.05(b) of the Company Disclosure Schedule have been obtained and all filings and obligations described in Section 3.05(b) have been made, constitute a default under, violate or conflict with or violate any material term United States, Israel, or provision of other non-United States federal, state, city and local statute, law, ordinance, regulation, rule, guidelines, code, restriction, executive order, injunction, judgment, directive, decree or other order issued by a Governmental Authority, or the rules and regulations by any order of any courtapplicable securities exchange, Governmental Authority or any Law including the TASE (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, ; or (iii) result in any breach of of, or constitute a default (or an event which, with or without 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, require an additional payment (other than reimbursement of legal fees for reviewing such consent) to or the consent of any third party, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, or result in any payment under, any Material Contract except, with respect to clauses (as defined in Section 3.11ii) and (iii), for any such conflicts, violations, breaches, consent requirements, defaults or other occurrences which would not have a Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement (following the approval and adoption of this Agreement and the Merger by the Company of its obligations thereunder, Stockholders as described in Section 3.16 hereof) by the Company will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Bylaws of the Company or any Company SubsidiaryCompany, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or complied with, constitute a default under, violate or conflict with or violate any material term foreign or provision of any order of any courtdomestic (Federal, Governmental Authority state or any Law local) law, statute, ordinance, franchise, permit, concession, license, writ, rule, regulation, order, injunction, judgment or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) conflict with, result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent, approval or notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, or result in any payment undermaterial note, any Material Contract (as defined in Section 3.11) or Company Permit orbond, except as set forth in Section 3.04(a) of the Company Disclosure Schedulemortgage, require the Company or any Company Subsidiary, under the terms of any agreementindenture, contract, arrangement agreement, lease, license, permit, franchise or understanding other instrument or obligation to which it the Company is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, except in the case of clauses (ii) and (iii) where such conflicts, violations, breaches or defaults would not reasonably be expected to obtain have, individually or in the consent or approval ofaggregate, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed a Company Material Adverse Effect. Any consents set forth in Section 3.04(aSchedule 3.06(a) of the Company Disclosure ScheduleSchedule shall be referred to herein as the "Material Consents."

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of the Transaction Documents this Agreement by the Company do notCompany, and the performance consummation by the Company of the Transactions, or the compliance by the Company or any of its obligations thereunder, subsidiaries with any of the provisions of this Agreement will not, (i) result in a breach of or conflict with or violate (x) the certificate Second Restated Certificate of incorporation Incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Amended and Restated Bylaws of the Company or (y) the organizational or governing documents of any Company Subsidiaryof the Company’s subsidiaries, (ii) result assuming the consents, approvals and authorizations specified in a breach ofSection 3.5(b) have been received and the waiting periods referred to therein have expired, constitute a default underand any condition precedent to such consent, violate approval, authorization, or waiver has been satisfied, conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its subsidiaries is bound or affected, or (iii) except as set forth in Section 3.5(a) of the Company Disclosure Letter, result in any breach of of, or constitute a default (or an event which, with notice or lapse of time time, or both, both would become a default) under, or give rise to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien upon any of the properties or other encumbrance on any property or asset assets of the Company or any Company Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture or result in credit agreement, or any payment underother contract, any Material Contract (as defined in Section 3.11) agreement, lease, license, permit, franchise or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require other instrument or obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary its subsidiaries is bound, to obtain other than, in the consent or approval of, or provide notice tocase of clauses (ii) and (iii), any other party such violation, breach, default, right, termination, amendment, acceleration, cancellation or Lien that would not reasonably be expected to such agreementhave, contractindividually or in the aggregate, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the a Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents by the Company of this Agreement do not, the execution and delivery by the Company of any instrument required hereby to be executed and delivered by the Company at the Closing will not, and the performance by the Company of its agreements and obligations thereunder, under this Agreement will not, (i) result in a breach of or conflict with or violate the certificate of incorporation Company Charter or other constating documents or by-laws Company Bylaws or any equivalent organizational documents, each as amended to date, of the Company or any Company SubsidiarySubsidiary Documents, (ii) result in a breach ofany material respect, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties is bound or affected, (iii) result in any breach of 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 or the Company (including monetary rights and obligations) under, or give to others any right third party any rights of termination, amendment, payment, 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 Company Subsidiary of its Subsidiaries pursuant to, or result in (x) any payment under, any Material Identified Contract (as defined in Section 3.113.12) or (y) except would not EXECUTION COPY reasonably be expected to have a Company Permit orMaterial Adverse Effect, except as set forth in Section 3.04(a) of the Company Disclosure Scheduleany note, require bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it the Company or any property of its Subsidiaries or asset its or any of their respective properties is bound or affected, or (v) other than the Company Stock Options, give rise to or result in any person having, or having the right to exercise, any pre-emptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company or Company Subsidiary is bound, to obtain the consent any of its Subsidiaries or approval of, any of their respective assets or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduleproperties.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company will not, and the consummation of its obligations thereunder, the Transactions by the Company will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation or other constating documents or byIncorporation, By-laws or any equivalent organizational documentsresolution, each as amended to datecurrently in effect, adopted by the Board or the stockholders of the Company or any equivalent organizational documents of the Company or any Subsidiary, (ii) result assuming that all consents, approvals and other authorizations described in a breach ofSection 4.05(b) have been obtained and that all filings and other actions described in Section 4.05(b) have been made or taken, constitute a default under, violate or conflict with or violate any material term United States or provision of any non-United States national, state, provincial, municipal or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of any court, Governmental Authority or any Law ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any 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 Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company or a Subsidiary or any property or asset of the Company or Company any Subsidiary is boundbound or affected , except, with respect to obtain the consent clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or approval of, other occurrences which would not prevent or provide notice to, materially delay consummation of any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleTransactions and would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 3.4(a), the execution and delivery of this Agreement and the other Transaction Documents by the Company do not, and the performance of such agreements by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate of incorporation any law, statute, rule, regulation, court order, judgment, writ, injunction, award, determination or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary of the Subsidiaries or by which its or any of their property is bound or asset affected ("Legal Requirements"), (ii) violate or conflict with the Certificate of Incorporation or By-Laws or equivalent organizational documents of the Company or any Company Subsidiary is bound Subsidiary, or affected, (iii) result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, of 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 or other encumbrance an Encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary of the Subsidiaries pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement instrument, note, bond, mortgage, indenture, permit, license or understanding franchise to which it the Company or any of the Subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary any of the Subsidiaries or its or any of their property is boundbound or affected, except for, in the case of clauses (i) and (iii), conflicts, violations, breaches or defaults which, individually or in the aggregate, would not be reasonably likely to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; (y) have a Material Adverse Effect or (ivz) give rise to any Liability not disclosed in Section 3.04(a) prevent or materially delay the consummation of the Company Disclosure Scheduletransactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of the Transaction Documents this Agreement by the Company do notCompany, and the performance by the Company of its obligations thereunder, hereunder and the consummation by the Company of the transactions contemplated hereby will not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws Company Governing Documents or any equivalent organizational documents, each as amended to date, Subsidiary Governing Documents or any resolution adopted by the shareholders of the Company or the board of directors or any committee of the Company Subsidiary, Board or any Subsidiary of the Company; (ii) result assuming that all Consents described in a breach ofSection 3.4(b) have been obtained, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary of its Subsidiaries, or by which any property or asset of the Company them or any Company Subsidiary is of their respective properties or assets may be bound or affected, ; or (iii) result in any a violation or breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any 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 Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it or any property or asset of the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected (any of the foregoing referred to in clause (ii) above or this clause (iii) being a “Company Subsidiary is boundViolation”), to obtain other than, in the consent case of clause (ii) or approval of, or provide notice toclause (iii) above, any other party such Company Violations that have not had and would not reasonably be expected to such agreementhave, contractindividually or in the aggregate, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedulea Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, the execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of the transactions contemplated herein by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate Articles of incorporation Incorporation or other constating documents Bylaws or by-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiaryof its subsidiaries, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term foreign or provision of any order of any courtdomestic (federal, Governmental Authority state or any Law local) law, statute, ordinance, rule, regulation, permit, license, order, judgment or decree (each, a "Law" and, collectively, "Laws") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company or any Company Subsidiary subsidiaries is bound or affected, or (iii) except as set forth in Section 4.06 of the Company Disclosure Schedule, conflict with, result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in 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 lien, claim, security interest or other charge, title imperfection or other encumbrance (each, a "Lien" and, collectively, "Liens") on any property or asset of the Company or any Company Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment underother instrument or obligation, any Material Contract whether oral or written (as defined in Section 3.11) or Company Permit oreach, except as set forth in Section 3.04(a) of the Company Disclosure Schedulea "Contract" and, require collectively, "Contracts"), to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its subsidiaries is a party or by which it the Company or any of its subsidiaries or any property or asset of the Company or any of its subsidiaries is bound or affected, except, in the case of clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, have a Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance by of this Agreement and the Company consummation of its obligations thereunder, the transactions contemplated hereby will not, (i) result in a breach of or conflict with or violate the certificate Company’s Articles of incorporation or other constating documents or by-laws or any equivalent organizational documentsIncorporation, each as amended to datethe date hereof, or its Bylaws, or the Articles of the Company Incorporation or Bylaws of any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term law, rule, regulation, order, judgment or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) subject to receipt of the consents listed on Schedule 3.05 hereto, result in any breach of or constitute a default (or an event which, with notice or notice, lapse of time or both, both would become a default) under, result in the loss of a material benefit under or give to others any 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 of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it or any property or asset of the Company or any Company Subsidiary or any of their properties or assets is boundbound or affected, to obtain except, in the consent case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or approval of, other occurrences which (A) would not prevent or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) delay consummation of the Merger in any material respect or otherwise prevent the Company Disclosure Schedulefrom performing its obligations under this Agreement in any material respect, and (B) would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and Neither the execution, delivery of the Transaction Documents by the Company do not, and the or performance by the Company of this Agreement, the Related Agreements to which it is a party or any instrument required by this Agreement to be executed and delivered by the Company or any of its obligations thereunderSubsidiaries at the Closing, nor the consummation of the transactions contemplated hereby or thereby do or will not, (with or without notice or lapse of time) (i) result in a breach of or conflict with or violate the certificate Articles or Certificate of incorporation Incorporation or other constating documents Bylaws or by-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiaryof its Subsidiaries, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law or Order in each case applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties or assets is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or 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 (as defined herein) on any property of the properties or asset assets of the Company or any Company Subsidiary of its Subsidiaries pursuant to, or result in any payment undernote, any Material bond, mortgage, indenture, Contract (as defined in Section 3.11) herein), permit, franchise or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require other instrument or obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary any of its Subsidiaries or its or any of their respective properties or assets is boundbound or affected, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or except (ivA) give rise to any Liability not disclosed as set forth in Section 3.04(a2.6(a) of the Company Disclosure ScheduleSchedule or (B) in the case of clause (ii) or (iii) above, for any such conflicts, breaches, violations, defaults or other occurrences that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and each of the other Transaction Documents by the Company do does not, and subject to receipt of Company Stockholder Written Consent, the filing and recordation of appropriate merger documents as required by the DGCL the receipt of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.05(b), the performance of this Agreement and each of the other Transaction Documents by the Company of its obligations thereunder, will not, not (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, bylaws of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term United States or provision of any non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree, treaty, convention, government directive or other order of any court, Governmental Authority or any Law (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, result in any material payment or penalty 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 material asset of the Company or any Company Subsidiary pursuant to, or result in any payment under, any Material Contract Contract, except, with respect to clauses (as defined in Section 3.11ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or would not reasonably be expected to have a Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of its obligations thereunder, the Transactions will not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Organizational Documents of the Company or any Company Subsidiaryof its Subsidiaries, (ii) result assuming that all consents, approvals and other authorizations described in a breach ofSection 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, constitute a default under, violate or conflict with or violate any material term federal, state, local or provision of any foreign statute, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or other order of any court, Governmental Authority or any Law (“Law”) applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected, affected or (iii) except as set forth on Section 3.05(a)(iii) of the Company Disclosure Letter, result in any breach of or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in the loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or (other encumbrance than a Permitted Lien) on any property or asset of the Company or any Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment underother binding commitment, any Material Contract instrument or obligation (as defined in Section 3.11each, a “Contract”) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it the Company or any of its Subsidiaries or any property or asset of the Company or Company Subsidiary any of its Subsidiaries is boundbound or affected, except with respect to clauses (ii) and (iii) above for those conflicts, violations, breaches, defaults, losses, rights or other occurrences that, or for which the failure to obtain such consents, would not, individually or in the consent or approval ofaggregate, or provide notice toreasonably be expected to result in a Material Adverse Effect. As of the date hereof, the Company has not been advised of any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in reason why the consents required under the contracts set forth on Section 3.04(a3.05(a)(iii) of the Company Disclosure ScheduleLetter could not be obtained prior to the Closing.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of the Transaction Documents by the Company Kroll Parties do not, and the performance of this Agreement by each of the Company of its obligations thereunder, Kroll Parties will not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company SubsidiaryKroll Documents, (ii) result assuming that all consents, approvals and authorizations contemplated by clauses (i) and (iii) of subsection (b) of this Section 3.05 have been obtained and all filings described in a breach ofsuch clauses have been made, constitute a default under, violate or conflict with or violate any material term law, rule, regulation, order, judgment or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary their respective material properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or 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 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 Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, joint venture, limited liability or result in any payment under, any Material Contract (as defined in Section 3.11) partnership agreement or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require other instrument to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it the Company or any property of its Subsidiaries or asset any of their respective material properties is bound or affected, except, in the case of clauses (ii) and (iii) of this Section 3.05(a), for any conflict, violation, breach, default, impairment, right or lack of consent or approval that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or that would not reasonably be expected to prevent or materially delay the ability of the Company or Company Subsidiary is bound, to obtain consummate the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of Mergers and the Company Disclosure Scheduletransactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 3.5(b) hereof, neither the execution and delivery of the Transaction Documents this Agreement by the Company do not, and nor the performance consummation of the Merger or other transactions contemplated hereby nor compliance by the Company with any of its obligations thereunder, the provisions hereof will not, (i) violate, conflict with, or result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result in a breach provision of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become constitute a default) under, or give to others any result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination, amendment, termination or acceleration or cancellation ofunder, or result in the creation of a any Lien upon any of the properties or other encumbrance on any property or asset assets of the Company or any Company Subsidiary pursuant to, or result in any payment of its Subsidiaries under, any Material Contract of the terms, conditions or provisions of (as defined in Section 3.11x) their respective Charter Documents or Governing Documents, (y) any note, bond, charge, lien, pledge, mortgage, indenture or deed of trust to which the Company Permit oror any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, except for, in the case of clauses (i)(y), (i)(z) and (ii), such defaults or violations as are set forth in Section 3.04(a) 3.5 of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleLetter.

No Conflict; Required Filings and Consents. (a) The execution and delivery None of the Transaction Documents execution, delivery or performance of this Agreement by the Company do not, and or the performance consummation by the Company of its obligations thereunder, will not, the Transactions will: (i) result in a breach of or conflict with or violate any provision of the certificate of incorporation Company Charter or other constating documents or byCompany By-laws or any equivalent organizational documents, each as amended to date, or governing documents of the Company or any Company Subsidiary, ; (ii) result assuming that the Company Stockholder Approval and all consents, approvals and authorizations described in a breach ofSection 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, constitute a default undercontravene, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary or by which any property of their respective properties or asset of the Company or any Company Subsidiary is bound or affected, assets; (iii) require any consent or approval under, violate, conflict with, result in any breach 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 any property or asset assets of the Company or any Company Subsidiary pursuant to, any Company Material Contract to which the Company or any Company Subsidiary is a party (or by which any of their respective properties or assets are bound) or any Company Permit, except, with respect to clause (iii), as contemplated by Section 2.03; and (iv) contravene, conflict with or result in a violation of any payment underof the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Material Contract (as defined in Section 3.11) Governmental Authorization that is held by the Company or any Company Permit or, except as set forth in Section 3.04(a) Subsidiary or that otherwise relates to the business of the Company Disclosure Schedule, require or any Company Subsidiary or to any of the assets owned or used by the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.04 of the Disclosure Schedule, the execution and delivery of the Transaction Documents by the Company Company, the Partnership and Partnership Merger Sub of this Agreement do not, and the performance by the Company of its their respective obligations thereunder, hereunder will not, (i) result in a breach of or conflict with or violate the certificate organizational documents of incorporation or other constating documents or by-laws the Company, the Partnership or any equivalent organizational documents, each as amended to date, of the Company or any Company other Subsidiary, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofsubsection (b) have been obtained and all filings and obligations described in subsection (b) have been made, constitute a default under, violate or conflict with or violate any material term foreign or provision of any domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of any court, Governmental Authority or any Law (“Law”) applicable to the Company Company, the Partnership or any Company other Subsidiary or by which any property or asset of the Company Company, the Partnership or any Company other Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, require any consent or notice, trigger any payment, or result in the creation of a Lien or other encumbrance on any property or asset of the Company Company, the Partnership or any Company other Subsidiary pursuant to, or result in any payment undernote, any Material Contract (as defined in Section 3.11) or Company Permit orbond, except as set forth in Section 3.04(a) of the Company Disclosure Schedulemortgage, require the Company or any Company Subsidiary, under the terms of any agreementindenture, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is boundagreement (including, to obtain the consent or approval of, or provide notice towithout limitation, any Plan), lease, ground lease, license, permit, franchise or other party instrument or obligation, except, with respect to clauses (ii) and (iii), for any such agreementconflicts, contractviolations, arrangement breaches, defaults or understanding; other occurrences that would not have or (iv) give rise would not reasonably be expected to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedulehave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company will not, and the consummation of its obligations thereunder, the Merger and the other transactions contemplated hereby will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Bylaws of the Company or any Company SubsidiaryCompany, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.06(b)(i) and Section 3.06(b)(ii) have been obtained and all filings and obligations described in Section 3.06(b)(i) and Section 3.06(b)(ii) have been made or complied with, constitute a default under, violate or conflict with or violate in any material term respect any foreign or provision of any order of any courtdomestic (Federal, Governmental Authority state or any Law local) law, statute, ordinance, franchise, permit, concession, license, writ, rule, regulation, order, injunction, judgment or decree (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) conflict with, result in any breach of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, result in the loss of any benefit under, require consent, approval or notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien lien or other encumbrance on on, or the forfeiture of, any material property or asset of the Company or any Company Subsidiary pursuant to, or result in any payment undernote, any Material Contract (as defined in Section 3.11) or Company Permit orbond, except as set forth in Section 3.04(a) of the Company Disclosure Schedulemortgage, require the Company or any Company Subsidiary, under the terms of any agreementindenture, contract, arrangement agreement, lease, license, permit, franchise or understanding other instrument or obligation to which it the Company is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduleparty.

No Conflict; Required Filings and Consents. a(i) The Except as set forth in Section 5.02(d) of the Disclosure Letter, the execution and delivery of the Transaction Documents by the Company do of this Agreement and all documents and agreements contemplated by this Agreement does not, and the performance by the Company of its obligations thereunder, hereunder and thereunder will not, (iA) result in a breach of or conflict with or violate the certificate Company Charter, the Company Bylaws or the Constituent Documents of incorporation any of the Company’s Subsidiaries, (B) assuming that all Consents have been obtained, and all filings and obligations described in Section 5.02(d)(ii) have been made, conflict with or violate any foreign or domestic federal, state, municipal or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law (“Law”) applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected, or (iiiC) require any consent under, or result in any violation or breach of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any 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 the Company or any Company Subsidiary of its Subsidiaries under or pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in other instrument or obligation. Section 3.11) or Company Permit or, except as set forth in Section 3.04(a5.02(d) of the Company Disclosure Schedule, require Letter lists all consents and approvals required to be obtained by the Company or any Company Subsidiary, under in connection with the terms of any agreement, contract, arrangement or understanding to which it is a party or performance by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain of its obligations hereunder (the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedule“Consents”).

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement (and the Transaction Documents to which it is a party) by the Company do does not, and subject to receipt of the filing and recordation 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(a) of the Company Disclosure Schedule have been made, obtained or given, the performance of this Agreement (and the Transaction Documents to which it is a party) by the Company of its obligations thereunder, will not, not (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Organizational Documents of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of notice, consent, 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 Company Subsidiary pursuant to, or result in any payment under, any (A) Material Contract or (as defined in Section 3.11B) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require held by the Company or any Company Subsidiary, under the terms of except, with respect to clauses (ii) and (iii), for any agreementsuch conflicts, contractviolations, arrangement breaches, defaults or understanding to other occurrences which it is would not have a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of its obligations thereunder, the Merger will not, (i) result in a breach of or assuming the Requisite Company Vote is obtained, conflict with or violate the certificate memorandum and articles of incorporation association or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiary, of its Subsidiaries; (ii) result assuming all consents, approvals, authorizations and other actions described in a breach ofSection 3.05(b) have been obtained or taken and all filings and obligations described in Section 3.05(b) have been made or satisfied and that the Requisite Company Vote is obtained, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary 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 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 the Company or any Company Subsidiary of its Subsidiaries (other than Permitted Encumbrances) pursuant to, or result in any payment undernote, any Material Contract (as defined in Section 3.11) or Company Permit orbond, except as set forth in Section 3.04(a) mortgage, indenture, deed of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreementtrust, contract, arrangement agreement, Lease, license, Company Permit or understanding other instrument or obligation to which it the Company of any of its Subsidiaries is a party or by which it or any property or asset of the Company or any of its Subsidiaries or any of their respective assets or properties is bound or affected, except, (1) with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Subsidiary is boundMaterial Adverse Effect, and (2) with respect to obtain the consent or approval ofclause (iii), or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not as disclosed in Section 3.04(a3.05(a)(iii) of the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The Except as set forth in SECTION 2.5(a) of the Company Schedule, the execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate of incorporation Company Charter Documents or other constating documents or by-laws or any the equivalent organizational documents, each as amended to date, documents of any of the Company or any Company SubsidiaryCompany's subsidiaries, (ii) result subject to obtaining the approval of the Company's stockholders of this Agreement and the Merger and compliance with the requirements set forth in a breach ofSECTION 2.5(b) hereof, constitute a default under, violate or conflict with or violate in any material term respect any law, rule, regulation, order, judgment or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or 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 lien or other encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent any of its subsidiaries or approval of, its or provide notice to, any other party to such agreement, contract, arrangement of their respective properties are bound or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduleaffected.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of its obligations thereunder, the Merger will not, (i) result in a breach of or assuming the Requisite Company Vote is obtained, conflict with or violate the certificate memorandum and articles of incorporation association or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiary, of its Subsidiaries; (ii) result assuming all consents, approvals, authorizations and other actions described in a breach of‎Section 3.05(b) have been obtained or taken and all filings and obligations described in ‎Section 3.05(b) have been made or satisfied and that the Requisite Company Vote is obtained, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary 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 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 the Company or any Company Subsidiary of its Subsidiaries (other than Permitted Encumbrances) pursuant to, or result in any payment undernote, any Material Contract (as defined in Section 3.11) or Company Permit orbond, except as set forth in Section 3.04(a) mortgage, indenture, deed of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreementtrust, contract, arrangement agreement, Lease, license, Company Permit or understanding other instrument or obligation to which it the Company of any of its Subsidiaries is a party or by which it or any property or asset of the Company or any of its Subsidiaries or any of their respective assets or properties is bound or affected, except, (1) with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Subsidiary is boundMaterial Adverse Effect, and (2) with respect to obtain the consent or approval ofclause (iii), or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not as disclosed in Section 3.04(a3.05(a)(iii) of the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The execution and Neither the execution, delivery or performance of this Agreement or the Transaction Documents Spin-Off Agreements by the Company do not, and nor the performance consummation by the Company of its obligations thereunder, the transactions contemplated hereby or thereby will not, (i) result contravene, conflict with, breach or violate any provision of the Company’s restated articles of incorporation or amended and restated bylaws or (ii) assuming that the Consents, registrations, declarations, filings and notices referred to in a breach of Section 4.4(b) have been obtained or made, any applicable waiting periods referred to therein have expired and any condition precedent to any such Consent has been satisfied, conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected, (iii) result in any breach of of, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any right of termination, amendment, acceleration or cancellation ofor change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled, to cause the Company to grant or be obligated to grant to any Third Party any additional or new rights or licenses to the Company Intellectual Property Rights owned by the Company or any of its Subsidiaries, under any provision of any Company Material Contract, or (iv) result in the creation or imposition of a any Lien, other than any Permitted Lien or other encumbrance on any Lien created as a result of any action taken by Parent or Acquisition Sub, upon any of the property or asset assets of the Company or any Company Subsidiary pursuant toof its Subsidiaries, or result other than, in any payment underthe case of clauses (ii), any Material Contract (as defined in Section 3.11iii) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or and (iv) give rise to any Liability such conflict, violation, breach, default, termination, acceleration, cancellation or Lien that would not disclosed have, individually or in Section 3.04(a) of the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the consummation of the Transaction Documents Merger by the Company do not, not and the performance by the Company of its obligations thereunder, will not, not (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, bylaws of the Company or any Company SubsidiaryCompany, (ii) result assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of subsection (b) below have been obtained, and all filings described in a breach ofsuch clauses have been made, constitute a default under, violate or conflict with or violate any material term law, rule, regulation, order, judgment or provision of any order of any court, Governmental Authority or any Law decree applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary is of their respective properties are bound or affected, (iii) result in any breach or violation of 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, the creation of any claim, lien, charge, security interest or encumbrance of any nature whatsoever under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation (each, a “Violation”) of, or result in the creation of a Lien any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other encumbrance on any property instrument or asset of the obligation (each, a “Contract”) or Company or any Company Subsidiary pursuant to, or result in any payment under, any Material Contract Plan (as defined in Section 3.113.10(a)) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary is any of its Subsidiaries or its or any of their respective properties are bound, to obtain except, in the consent case of clauses (ii) and (iii), for any such conflict, violation, breach, default, loss, right or approval ofother occurrence which would not, individually or provide notice toin the aggregate, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedulehave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents document or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any 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 Company Subsidiary pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or ), Company Permit or franchise or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of the Transaction Documents this Agreement by the Company do not, and nor the performance consummation by the Company of its obligations thereunderthe transactions contemplated by this Agreement, nor compliance by the Company with any of the terms or provisions of this Agreement, will not, (i) result in a breach violate any provision of (x) the Company’ s Certificate of Incorporation or conflict with Bylaws or violate (y) the certificate of incorporation or other constating documents bylaws (or by-laws or any equivalent organizational documents, each as amended to date, ) of any Subsidiary of the Company or any (assuming, in each case, with respect to the consummation of the Merger that the Company SubsidiaryStockholder Approval is obtained), (ii) result assuming that the Consents, registrations, declarations, filings and notices referenced in a breach ofSection 3.5(b) have been obtained or made, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected, affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event 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, amendment, acceleration or cancellation of or require the Consent of, notice to or result in filing with any third Person pursuant to any of the creation terms or provisions of any Contract to which the Company or any of its Subsidiaries is a Lien party (other than a Benefit Plan) or other encumbrance on by which any property or asset of the Company or any Company Subsidiary pursuant toof its Subsidiaries is bound, or result in the creation of a Lien, other than any payment underPermitted Lien, upon any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require property or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Transaction Documents by the Company do does not, and the performance of this Agreement and the Transaction Documents by the Company and the consummation of its obligations thereunder, the transactions contemplated will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents or byBy-laws or any equivalent organizational documents, each as amended to date, of the Company or the charter or By-laws of any Company Subsidiaryof its subsidiaries, (ii) result violate in a breach of, constitute a default under, violate or conflict with any material term respect any federal, foreign, state, provincial or provision of any order of any courtlocal law, Governmental Authority rule, regulation, order, judgment or any Law decree (collectively, "Laws") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property its or asset of the Company or any Company Subsidiary is their properties are bound or affected, or (iii) except as indicated on Section 2.5(a) of the Company Disclosure Schedule, result in any violation or breach of of, or constitute a default under (or an event which, that with notice or lapse of time or both, both would become a default) default under), or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation ofof (any such event, a "Conflict"), or result in the creation of a Lien security interest, lien, claim, pledge, agreement, charge or any other encumbrance (collectively, "Liens") on any property of the properties or asset assets of the Company or any Company Subsidiary of its subsidiaries pursuant toto any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary is any of its subsidiaries or any of its or their properties are bound, except, with respect to obtain the consent or approval ofclauses (ii) and (iii) above, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in as indicated on Section 3.04(a2.5(a) of the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The Assuming that the Company Approvals have been obtained and that the filings and notifications described in Section 3.5(b) have been made, the execution and delivery by the Company of this Agreement and the Transaction Documents by the Company do to which it is a party does not, and the performance by consummation of the Company of its obligations thereunder, Transactions will not, not (i) result in a breach of or conflict with or violate the certificate of incorporation Company Charter Documents or other constating documents or by-laws or any the equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiaryof its Subsidiaries, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term or provision of any order of any court, Governmental Authority or any Law Laws applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property of their respective assets or asset of the Company or any Company Subsidiary properties is bound or affected, subject or (iii) result in any material breach of or constitute a material default (or an event which, that with or without notice or lapse of time or both, both would become a breach of or constitute 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 or other encumbrance on any property of the material properties or asset assets of the Company or any Company Subsidiary of its Subsidiaries pursuant to, or result in any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; Contracts or (iv) give rise require the Company to obtain any Liability not disclosed in Section 3.04(aconsent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Authority (the “Company Governmental Approvals”), except for (y) the filing of the Company Disclosure ScheduleCertificate of Merger with the Delaware Secretary of State or (z) compliance with and filings, notices, permits, authorizations, consents and approvals that may be required under any Competition Laws.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Transaction Documents Ancillary Agreements to which it is a party by the Company Radware, Parent and Merger Sub do not, and the performance of this Agreement and the Ancillary Agreements by Radware, Parent and Merger Sub and the Company consummation by Radware, Parent and Merger Sub of its obligations thereunder, the transactions contemplated hereby and thereby will not, (i) result in a breach of or conflict with or violate the certificate organizational documents of incorporation Radware, Parent or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company SubsidiaryMerger Sub, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company Radware, Parent or any Company Subsidiary Merger Sub or by which any property or asset of the Company or any Company Subsidiary their respective properties is bound or affected, affected or (iii) conflict with, result in any breach of of, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or impair Radware’s, Parent’s or Merger Sub’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 an Encumbrance on any property or asset of the Company properties or any Company Subsidiary assets of Radware, Parent or Merger Sub pursuant to, or result in any payment undernote, any Material Contract (as defined in Section 3.11) or Company Permit orbond, except as set forth in Section 3.04(a) of the Company Disclosure Schedulemortgage, require the Company or any Company Subsidiary, under the terms of any agreementindenture, contract, arrangement agreement, lease, license, permit, franchise or understanding other instrument or obligation to which it Radware, Parent or Merger Sub is a party or by which it Radware, Parent or Merger Sub or any property of their respective properties is bound or asset affected except, in the case of clauses (ii) and (iii), for such conflicts, breaches, violations, defaults, impairments or alterations that would not prevent or delay consummation of the Company or Company Subsidiary is bound, to obtain the consent or approval ofMerger, or provide notice tootherwise prevent or delay Radware, any other party to such agreement, contract, arrangement Parent or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleMerger Sub from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. Except as set forth on Schedule 3.6 of the Company Disclosure Schedule, neither the execution, delivery or performance of this Agreement or any Ancillary Agreement by any Contributed Company or Contributor Party nor the consummation of the Transactions by any Contributed Company or Contributor Party will (a) The execution and delivery of the Transaction Documents by the Company do not, and the performance by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, provision of the Company Charter Documents, (b) conflict with or violate any Law by which any Contributed Company or Contributor Party or any Company Subsidiaryof their assets or properties is bound or subject, (iic) result in a breach ofconflict with or violate, constitute a default underunder (or an event that with or without notice, violate lapse of time or both could conflict with any material term or provision of any order of any court, Governmental Authority or any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) result in any breach of violate or constitute a default (under), require any consent, license, permit, approval, waiver, authorization, order, filing, registration, declaration or an event whichnotice under or in connection with, with notice result in or lapse of time or both, would become a default) under, or give to others trigger any right of termination, amendmentmodification, acceleration or cancellation of, or result in the creation of a Lien require any payment or other encumbrance on any property or asset of the Company or any Company Subsidiary performance obligation, pursuant to, any Contract, Permit, franchise or result in other instrument or obligation to which any payment under, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Contributed Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Contributor Party is a party or by which it any of them or any property of their assets or asset properties is bound or subject, (d) other than as explicitly set forth in this Agreement, the PM Contribution Agreement, the Advisor Contribution Agreement or the Transitional Services Agreement, result in or trigger any grant, license or assignment to any Person of any interest in or to or the modification or loss of any rights with respect to, any Company Intellectual Property or any Intellectual Property Rights owned by or licensed to Buyer, any Contributed Company or any of their Affiliates, (e) result in or give rise to Buyer, any Contributed Company or any of their Affiliates being (i) bound by or subject to any noncompete or licensing obligation, covenant not to xxx, or other restriction on or modification of the current or contemplated operation or scope of any of their respective businesses or (ii) obligated to (A) pay any royalty, honoraria, fee, expense or other payment to any Person in excess of those due or payable prior to Closing, or (B) provide or offer any discount to, or other reduction in the payment or performance obligations of, any Person in excess of those provided to that Person prior to Closing, (f) result in the creation or imposition of any Lien on any of the properties or assets of any Contributed Company or Contributor Party or (g) require any Contributed Company Subsidiary is bound, or Contributor Party or any of their Affiliates to obtain the consent any consent, license, permit, approval, waiver, authorization or approval order of, or to make any filing, registration or declaration with or provide notice to, any Governmental Authority or other party Person, except with respect to such agreementclause (b), contractas would not, arrangement or understanding; would not reasonably be expected to, individually or (iv) give rise in the aggregate, be material to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleBusiness.

No Conflict; Required Filings and Consents. a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate Articles of incorporation Incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Bylaws of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or complied with, constitute a default under, violate or conflict with or violate in any material term respect any foreign or provision of any order of any courtdomestic (Federal, Governmental Authority state or any Law local) law, statute, ordinance, franchise, permit, concession, license, writ, rule, regulation, order, injunction, judgment or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) conflict with, result in any material breach of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent, approval or notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it or any property or asset of the Company or any Company Subsidiary is boundbound or affected. The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, require any consent, approval, order, permit, or authorization from, or registration, notification or filing with, any domestic or foreign governmental, regulatory or administrative authority, agency or commission, any court, tribunal or arbitral body, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental authority (a "Governmental Entity"), except for the filing and recordation of appropriate merger documents as required by the CGCL and for such other consents, approvals, orders, permits, authorizations, registrations, notifications or filings, which if not obtained or made could not reasonably be expected, individually or in the aggregate, to obtain prevent or materially delay the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) consummation of the Company Disclosure Scheduletransactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do does not, and the performance of this Agreement by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents or byBy-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiary, (ii) result subject to obtaining the Company Stockholder Approval and assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made, constitute a default under, violate or conflict with or violate any material term United States or provision of any non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of any court, Governmental Authority or any Law (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, (iii) except as set forth in Section 3.05(a)(iii) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration acceleration, cancellation, suspension, impairment, forfeiture or cancellation non-renewal of, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, or result in any payment undernote, any Material Contract (as defined in Section 3.11) or Company Permit orbond, except as set forth in Section 3.04(a) of the Company Disclosure Schedulemortgage, require the Company or any Company Subsidiary, under the terms of any agreementindenture, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contractlease, arrangement license, permit, franchise or understanding; other instrument or obligation or (iv) give rise result in the triggering, acceleration or increase of any material payment to any Liability not disclosed person pursuant to any note, bond, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, including any “change in Section 3.04(a) control” or similar provision of any of the Company Disclosure Scheduleforegoing.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of its obligations thereunder, the Transactions will not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents Bylaws (or by-laws or any equivalent similar organizational documents, each as amended to date, ) of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals and other authorizations set forth in a breach ofSection 3.05(a) of the Company Disclosure Schedule have been obtained and that all filings and other actions set forth in Section 3.05(a) of the Company Disclosure Schedule have been made or taken, constitute a default under, violate or conflict with or violate any material term statute, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or provision of any other order of any court, Governmental Authority or any Law (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii), except as set forth in Section 3.05(a) of the Company Disclosure Schedule, result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to any right or obligation under, 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 Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or result in any payment underoral), any Material Contract agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (as defined in Section 3.11each, a “Contract”) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company or a Subsidiary or any material property or material asset of the Company or Company any Subsidiary is bound, to obtain the consent bound or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduleaffected.

No Conflict; Required Filings and Consents. (a) The Except as set forth on Section 3.05(a) of the Disclosure Schedule, the Gastrodiagnostic Business Distribution, the Second Spin and Distribution, and the Company Reorganization did not, and the execution and delivery of the Transaction Documents by the Company do notthis Agreement, and the performance of this Agreement, by the Company Company, and the consummation of its obligations thereunderthe Merger, will shall not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation or other constating documents or by-laws Incorporation, Bylaws or any equivalent organizational documentsresolution, each as amended to datecurrently in effect, adopted by the Board of the Company (or any committee thereof) or the Company SubsidiaryStockholder, (ii) result assuming that all consents, approvals and other authorizations described in a breach of, constitute a default underSection 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, violate any United States or conflict with any material term non-United States national, state, provincial, municipal or provision of any local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order of any court, Governmental Authority or any Law (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any material property or asset of the Company or any Company Subsidiary pursuant to, or result in any payment undermaterial note, any Material Contract (as defined in Section 3.11) or Company Permit orbond, except as set forth in Section 3.04(a) of the Company Disclosure Schedulemortgage, require the Company or any Company Subsidiary, under the terms of any agreementindenture, contract, arrangement agreement, lease, license, permit, franchise or understanding other instrument or obligation to which it the Company is a party or by which it the Company or any material property or asset of the Company is bound or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduleaffected.

No Conflict; Required Filings and Consents. a(i) The execution and delivery of the Transaction Documents this Consent Agreement by the Company do does not, and the performance by the Company of its obligations thereunder, hereunder by it will not, (iA) result in a breach of or conflict with or violate the certificate of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, bylaws of the Company or any Company Subsidiaryof its subsidiaries, (iiB) result in a breach ofsubject to the making of the filings and obtaining the approvals identified herein, constitute a default under, violate or conflict with or violate any material term law, rule, regulation, order, judgment or provision of any order of any courtdecree (collectively, Governmental Authority or any Law "LAWS") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its subsidiaries is bound or affected, or (iiiC) conflict with, result in any breach of or of, 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 or modification in a manner materially adverse to the Company or its subsidiaries of any material right or benefit under, give to others any right of termination, amendment, acceleration acceleration, repurchase or 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 Company Subsidiary subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment underother instrument or obligation, any Material Contract whether written or oral (as defined in Section 3.11) or Company Permit orcollectively, except as set forth in Section 3.04(a) of the Company Disclosure Schedulea "CONTRACT"), require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it subsidiary is a party or by which it the Company or any subsidiary or any property or asset of the Company or Company Subsidiary any subsidiary is bound, to obtain the consent bound or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduleaffected.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company of its obligations thereunder, will not, (i) result (assuming the stockholder approval set forth in a breach of or Section 3.04 is obtained) conflict with or violate any provision of the certificate of incorporation Company's Certificate or other constating documents or by-the Company's By- laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made, constitute a default under, violate or conflict with or violate any material term foreign or provision of any order of any courtdomestic law, Governmental Authority statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or any Law decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, affected or (iii) except as set forth in Section 3.05(a) of the Company Disclosure Schedule, result in any breach of, 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, 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 Company Subsidiary pursuant to, or result in any payment undernote, any Material Contract bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.113.06) or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) have a Company Permit or, except as set forth in Section 3.04(aMaterial Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleCompany.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of the Transaction Documents this Agreement by the Company do not, and the performance consummation by the Company of its obligations thereunderthe Merger and the other transactions contemplated hereby, do not and will not, (i) result in a breach of or conflict with or violate the certificate Articles of incorporation Incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, Code of the Company or any Company SubsidiaryRegulations, (ii) result assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings described in a breach ofsuch clauses have been made, constitute a default under, violate or conflict with or violate any material term federal, state, local or provision foreign statute, law, ordinance, rule, regulation, order, judgment, decree, writ, injunction, directive, principle of any order of any courtcommon law, Governmental Authority constitution, treaty, arbitration award, listing standard or legal requirement or any Law interpretation thereof (“Law”), any Permit (as hereinafter defined) or any Nasdaq rule or regulation applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary is their respective properties are bound or affected, (iii) (A) result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) or require the consent of any Person under, or (B) result in the loss of a material 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 or other encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, or result in any payment of its Subsidiaries under, any Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (as defined in Section 3.11each, a “Contract”) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary is any of its Subsidiaries or any of their respective properties are bound, to obtain except, in the consent case of clauses (ii) and (iii), for any such conflict, violation, breach, default, loss, right or approval ofother occurrence, or provide notice toconsents not obtained (disregarding consents with respect to agreements with Xxxx & Xxxxxxxx), any other party to such agreementwhich would not constitute, contractindividually or in the aggregate, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the a Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery None of the Transaction Documents by the Company do notexecution, and the delivery or performance by the Company or each Parent of its obligations thereunder, will not, this Agreement or the other Transaction Documents to which the Company or each Parent is a party or the consummation by any of them of the transactions contemplated by this Agreement or such other Transaction Documents will: (i) result in a breach of or conflict with or violate the certificate any provision of incorporation or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, of the Company or any Company Subsidiary, their respective Governing Documents; (ii) result assuming that all consents, approvals and authorizations described in a breach of‎‎Section 3.05(b) have been obtained and all filings and notifications described in ‎‎Section 3.05(b) have been made and any waiting periods thereunder have terminated or expired, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company such Parent or any Company Subsidiary or by which any property or asset member of the Company Group or any Company Subsidiary is bound of their respective properties or affected, assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach 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 such Parent or the Company Group pursuant to, any property Contract to which such Parent or asset any member of the Company Group is a party (or by which any of their respective properties or assets is bound) or any Company Subsidiary pursuant toPermit, except, with respect to clauses (ii) and (iii), as, individually or in the aggregate, would not reasonably be expected to be material to the Company Group, taken as a whole, or result in any payment under, any Material Contract (as defined in Section 3.11) prevent or Company Permit or, except as set forth in Section 3.04(a) of materially impair or materially delay the Company Disclosure Schedule, require consummation by the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement each Parent or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure Scheduletransactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the other Transaction Documents by the Company do not, and the consummation of the Transactions and the performance of this Agreement by the Company of its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the certificate Articles of incorporation Incorporation or other constating documents or byBy-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals, authorizations and other actions described in a breach ofSection 3.05(b) have been obtained and that all filings and obligations described in Section 3.05(b) have been made, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound bound, or affected, (iii) except as set forth in Section 3.05(a) of the Company Disclosure Letter, result in any breach of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien or (other encumbrance than a Permitted Lien) on any property or asset of the Company or any Company Subsidiary pursuant toto any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it Subsidiary is a party or by which it the Company or any Subsidiary or any property or asset of the Company or Company any Subsidiary is bound, except, with respect to obtain clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that could not reasonably be expected to have, individually or in the consent aggregate, a Material Adverse Effect or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) materially impair the ability of the Company Disclosure Scheduleto complete the Transactions.

No Conflict; Required Filings and Consents. (a) The Assuming that all consents, licenses, permits, waivers, approvals, authorizations, orders, filings and notifications contemplated by the exceptions to Section 3.05(b) are obtained or made and except as disclosed in Section 3.05(a) of the Company Disclosure Schedule, the execution and delivery of the Transaction Documents this Agreement by the Company do does not, and the performance by the Company of its obligations thereunderhereunder, including consummation of the transactions contemplated hereby, will not, not (i) result in a breach of or conflict with or violate the certificate Articles of incorporation Incorporation or other constating documents Bylaws, or by-laws or any the equivalent organizational documents, in each case as amended to dateor restated, of the Company or any Company Subsidiaryof its subsidiaries, (ii) result in a breach of, constitute a default under, violate or conflict with or violate any material term federal, state, foreign or provision of any order of any courtlocal law, Governmental Authority statute, ordinance, rule or regulation (collectively, "Laws") or any Law judgment, order or decree applicable to the Company or any Company Subsidiary of its subsidiaries or by or to which any property or asset of the Company or any Company Subsidiary their respective properties is bound or affected, subject or (iii) result in any breach of or constitute a default (or an event which, that with notice or lapse of time or both, 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 of the properties or asset assets of the Company or any Company Subsidiary of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its subsidiaries is a party or by or to which it or any property or asset of the Company or Company Subsidiary any of its subsidiaries or any of their respective properties is boundbound or subject, except, with respect to obtain the consent or approval of, or provide notice toclauses (ii) and (iii) above, any other party such conflicts, violations, breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or encumbrances that could not reasonably be expected to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed result in Section 3.04(a) of the a Company Disclosure ScheduleMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents by the Company of this Agreement, the Option Agreement or any instrument required by this Agreement to be executed and delivered by the Company or any of its Subsidiaries at the Closing do not, and the performance of this Agreement, the Option Agreement or any instrument required by this Agreement to be executed and delivered by the Company or any of its obligations thereunderSubsidiaries at the Closing, will shall not, (i) result in a breach of or conflict with or violate the certificate Certificate of incorporation Incorporation or other constating documents Bylaws or by-laws or any equivalent organizational documents, each as amended to date, documents of the Company or any Company Subsidiaryof its Subsidiaries, (ii) result in a breach of, constitute a default under, violate or conflict with any material term or provision of any order of any court, Governmental Authority or violate any Law or Order in each case applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties or assets is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, or 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 acceleration, additional liabilities or fees 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 Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, Contract, permit, franchise or result in any payment under, any Material Contract (as defined in Section 3.11) other instrument or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require obligation to which the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it its Subsidiaries is a party or by which it or any property or asset of the Company or Company Subsidiary any of its Subsidiaries or its or any of their respective properties or assets is boundbound or affected, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or except (ivA) give rise to any Liability not disclosed as set forth in Section 3.04(a2.6(a) of the Company Disclosure ScheduleSchedule or (B) in the case of clause (ii) or (iii) above, for any such conflicts, breaches, violations, defaults or other occurrences that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of the Transaction Documents this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of its obligations thereunder, the Transactions will not, (i) result in a breach of or conflict with or violate the Company Charter, the Company Bylaws, or the certificate of incorporation and bylaws (or other constating documents or by-laws or any equivalent organizational documents, each as amended to date, ) of the Company or any Company Subsidiary, (ii) result assuming that all consents, approvals and other authorizations described in a breach ofSection 3.05(b) have been obtained, constitute a default underthat all filings and other actions described in Section 3.05(b) have been made or taken and the Company Shareholder Approval has been obtained, violate or conflict with or violate any material term federal, state, local or provision foreign law, statute, ordinance or law, or any rule, regulation, standard, Order or agency requirement of any order of any court, Governmental Authority or any Law (“Law”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) by the Company or any Company Subsidiary under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the loss of any benefit under, or the creation of a any Lien on the properties or assets of the Company or any Company Subsidiary pursuant to, any Contract or other encumbrance on instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or a Company Subsidiary or any property or asset of the Company or any Company Subsidiary pursuant tois bound or affected, or result in any payment underexcept, any Material Contract (as defined in Section 3.11) or Company Permit or, except as set forth in Section 3.04(a) with respect to each of the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have a Company Disclosure Schedule, require Material Adverse Effect or materially delay the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset consummation of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such agreement, contract, arrangement or understanding; or (iv) give rise to any Liability not disclosed in Section 3.04(a) of the Company Disclosure ScheduleTransactions.