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

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or 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 Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company does not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Company Stockholder Approval is obtained) conflict with or violate any provision of the Parent Company Certificate or Parent Company Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Subsidiaries, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.5(b) have been obtained and all filings and notifications described in Section 4.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or 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 Parent the Company or any of its Subsidiaries pursuant to, any Contract, permit Company Permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each the Company and the consummation of Parent the Merger and Merger Sub the other Transactions will not, not (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the memorandum and articles of the Parent Certificate association or Parent Bylaws or any other equivalent organizational documents of the Company or any of its Subsidiaries (including Merger Sub), Subsidiaries; (ii) (assuming that receipt of the Company Shareholder Approval and all consents, approvals, authorizations and permits other actions described in Section 4.5(b4.05(b) have been obtained or taken and all filings and notifications obligations described in Section 4.5(b4.05(b) have been made and any waiting periods thereunder have terminated or expired) satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected affected; or (iii) violate, conflict with, require any consent or approval under, result in any breach of or any of, result in loss of any benefit under, or constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or an Encumbrance (other encumbrance than Permitted Encumbrances) on any property or asset of Parent the Company or any of its Subsidiaries pursuant to, any Contract, permit Contract or Company Permit or other instrument or obligationobligation to which the Company of any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance by the Company of this Agreement by each its obligations hereunder and the consummation of Parent and the Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate articles of incorporation or Parent Bylaws bylaws of the Company or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b4.05(b) have been obtained and all filings and notifications described in Section 4.5(b4.05(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) require any consent or approval underexcept as set forth in Section 4.05(a) of the Company Disclosure Schedule, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with the giving of notice or lapse of time or both would could reasonably be expected to become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would notcould not reasonably be expected, individually or in the aggregate, (A) to have a Company Material Adverse EffectEffect or (B) to prevent or materially delay the performance by the Company of its obligations pursuant to this Agreement or the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each the Company nor the consummation by the Company of Parent and Merger Sub does notthe transactions contemplated hereby, and nor performance by the performance Company of its obligations under this Agreement by each of Parent and Merger Sub Agreement, will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate of Incorporation or Parent Bylaws or any the certificate of incorporation or bylaws (or equivalent organizational documents documents) of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming compliance with and that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referenced in Section 4.5(b3.4(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) require any consent violate, conflict with or approval under, result in any breach of any provision of, or any loss of any benefit underbenefit, or constitute a change of control or default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under or under, give rise to others any right of termination, vesting, amendment, acceleration or cancellation ofof or require the Consent of or notice to any third Person in accordance with any Contract to which the Company or any Company Subsidiary is a party (other than a Benefit Plan) or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or result in the creation of a lien or Lien, other encumbrance on than any Permitted Lien, upon any of the property or asset assets of Parent the Company or any Company Subsidiary, other than, in the case of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation, except, with respect to clauses (ii) and (iii)) above, for any such conflictsthat has not had, violations, consents, approvals, breaches, losses, defaults or other occurrences which and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect or would not reasonably be expected to, individually or in the aggregate, prevent, materially impair or materially delay the ability of the Company to consummate the Merger and the other transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Charter Documents or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, authorizations authorizations, and permits other actions described in Section 4.5(b3.5(b) have been obtained taken and all filings and notifications described in Section 4.5(b3.5(b) have been made made, and any waiting periods thereunder have terminated or expired) subject to obtaining the Required Shareholder Vote and approvals of the Investment Center and making the OCS Notification and providing the OCS Undertaking to the OCS, conflict with or violate any Law applicable to Parent or any of its Subsidiaries Acquired Company or by which any property or asset of Parent or any of its Subsidiaries Acquired Company is bound or affected affected, or (iii) require any consent or approval undersubject to obtaining the consents listed in Section 3.5(a) of the Company Disclosure Schedule, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent or any of its Subsidiaries Acquired Company pursuant to, or result in the loss of a benefit under, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which any Acquired Company is a party or by which any Acquired Company or any property or asset of any of them is bound or affected, except, with respect to clauses (ii) and in the case of clause (iii), for any such conflictsbreach, violationsdefault, consentstermination, approvalsamendment, breachesacceleration, lossescancellation, defaults creation of a Lien or other occurrences which loss that would not, individually or in the aggregate, have be material to the Acquired Companies, taken as a Material Adverse Effectwhole, or prevent or materially delay the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each the Company nor the consummation by the Company of Parent and Merger Sub does notthe transactions contemplated by this Agreement, and nor compliance by the performance Company with any of the terms or provisions of this Agreement by each of Parent and Merger Sub Agreement, will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Company’s Certificate of Incorporation or Parent Bylaws or any the certificate of incorporation or bylaws (or equivalent organizational documents documents) of any Subsidiary of its Subsidiaries (including Merger Sub)the Company, (ii) (assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referenced in Section 4.5(b3.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or (iii) require any consent violate, conflict with or approval under, result in any breach of any provision of, or any loss of any benefit underbenefit, or constitute a change of control or default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under or under, give rise to others any right of termination, vesting, amendment, acceleration or cancellation of or require the Consent of, notice to or filing with any third party pursuant to any of the terms or provisions of any Contract to which the Company or any of its Subsidiaries is a party, or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or result in the creation of a lien or any Encumbrance, other encumbrance on than any Permitted Encumbrance, upon any of the property or asset assets of Parent the Company or any of its Subsidiaries pursuant toSubsidiaries, any Contractother than, permit or other instrument or obligation, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachestermination, lossesacceleration, defaults cancellation or other occurrences which Encumbrance that has not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by each of Parent and Merger Sub does not, and the or performance of this Agreement by each the Company or the consummation by the Company of Parent the Mergers and Merger Sub the other transactions contemplated hereby will not(with or without notice or lapse of time, or both) directly or indirectly (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Charter or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Bylaws, (ii) (assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referred to in Section 4.5(b4.4(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and or made, any applicable waiting periods thereunder referred to therein have terminated or expired) expired and any condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, violate, conflict with, result in any breach of or constitute a change of control or default under, or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien (other than Permitted Liens) upon any of the respective properties or other encumbrance on any property or asset assets of Parent the Company or any of its Subsidiaries pursuant to, to any Company Material Contract, permit or other instrument or obligationthan, except, with respect to in the case of clauses (ii) and (iii), for ) any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachestermination, losses, defaults acceleration or other occurrences which cancellation that would notnot have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each the Company, and the consummation of Parent and Merger Sub the Transactions, will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the certificate of the Parent Certificate incorporation, bylaws or Parent Bylaws or any other equivalent organizational documents of (A) the Company or (B) any of its Subsidiaries (including Merger Sub)Subsidiaries, (ii) (assuming that all consents, approvals, authorizations and permits other actions described in Section 4.5(b4.04(b) have been obtained or taken and all filings and notifications obligations described in Section 4.5(b4.04(b) have been made and any waiting periods thereunder have terminated or expired) satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected bound, or (iii) violate, conflict with, require any consent or approval under, result in any breach of or any of, result in loss of any benefit under, or constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance an Encumbrance on any property or asset of Parent the Company or any of its Subsidiaries pursuant to, any Contractcontract, permit Company Permit or other instrument or obligationobligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, except, with respect to clauses (i)(B), (ii) and (iii) of this Section 4.04(a), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each the Company nor the consummation by the Company of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub transactions contemplated hereby will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Charter or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Bylaws, (ii) (assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referred to in Section 4.5(b4.4(b) have been obtained and all filings and notifications described in Section 4.5(b) or made, any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expired) condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or affected, (iii) require any consent or approval under, result in any breach of of, or any loss of any benefit under, constitute a change of control or default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under under, or give rise to others any right of termination, vestingacceleration, amendmentloss of rights or cancellation of, any (A) Real Property Lease or (B) Company Material Contract or (iv) result in the creation or imposition of any Lien (other than any Permitted Lien) upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii), (iii) and (iv) any such conflict, violation, breach, default, termination, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which that would not, individually or in the aggregate, not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. The execution, delivery and performance of the Company Transaction Documents by the Company do not and will not: (a) The execution and delivery conflict with or violate the Organizational Documents of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, Company or any Subsidiary; (i) (assuming the Parent Stockholder Approval is obtainedb) conflict with or violate any provision of law, rule, regulation, order, judgment or decree applicable to the Parent Certificate or Parent Bylaws Company or any equivalent organizational documents of any of Subsidiary or by which its Subsidiaries (including Merger Sub), (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is their respective properties are bound or affected or affected; (iiic) require any consent consent, approval, authorization or approval underpermit of, action by, filing with or notification to, any Governmental Entity (other than any filing required under Section 13(a) or (d), 14, 15(d) or 16(a) of the Exchange Act); or (d) result in any breach or violation of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would could become a default) under 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, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets of Parent the Company or any of its Subsidiaries Subsidiary pursuant to, any ContractContract (other than any Employment, permit Consulting or Severance Agreement), Permit or other instrument or obligation, except, with respect obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties are bound or affected; other than (i) in the case of clauses (iib) and (iii), d) for any such conflicts, violations, breaches, defaults, rights, losses and Liens as, and (ii) in the case of clause (c), such consents, approvals, breachesauthorizations, lossespermits, defaults or other occurrences which actions, filings and notifications, the absence of which, would not, individually or in the aggregate, not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Sunergy Parties 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 3.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 3.05(a) of the Company Disclosure Schedule have been made, obtained or given, the performance of this Agreement by each of Parent and Merger Sub the Sunergy Parties will not, not (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the Organizational Documents of the Parent Certificate or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent the Sunergy Parties or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected Company Subsidiary, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of notice, consent, termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract, permit (A) Material Contract or other instrument (B) Company Permit held by the Company or obligationany Company Subsidiary, except, with respect to clauses (ii) and (iii)) other than with respect to Material Contracts governing, or related to, Indebtedness, for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.5(a) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement, each other Transaction Agreement to which it is, or at the Closing will be, a party, and, subject to obtaining the Requisite Stockholder Approval, the consummation by each the Company of Parent and the Merger Sub does not, and the performance of this Agreement by each of Parent other transactions contemplated hereby, does not and Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the certificate of incorporation or bylaws of the Parent Certificate or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company, (ii) (assuming that all consents, approvalsapprovals and authorizations contemplated by Section 4.5(b) have been obtained, authorizations and permits all filings described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law Legal Requirement applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected their respective properties are bound, or (iii) require any consent or approval under, (A) result in any breach or violation of or any loss of any benefit under, constitute a change of control or default (or an event which that with notice or lapse of time or both would become a default), (B) under or give rise to others any right of termination, vestingcancellation, amendment, amendment or acceleration or cancellation of, or (C) result in the creation of a lien or other encumbrance any Encumbrance on any property of the properties or asset assets of Parent the Company or its Subsidiaries under any Contractual Obligation or Permit to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligationtheir respective properties are bound, except, with respect to clauses (ii) and in the case of clause (iii), for any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachesloss, losses, defaults right or other occurrences which occurrence that would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate or Parent Bylaws or Company Articles, the Company Bylaws, any equivalent organizational documents of any of its Subsidiaries Company Subsidiary or the Governance Agreement (including Merger Subassuming the Company Shareholder Approval is obtained), (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.5(b) have been obtained and all filings and notifications described in Section 4.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) require any consent or approval under, result in any breach of or of, any loss of any benefit under, under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract, permit Company Permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to (x) have a Company Material Adverse EffectEffect or (y) prevent or materially delay the performance under this Agreement by the Company.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtainedA) conflict with or violate any provision of the Parent Certificate or Parent Bylaws By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), (iiB) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.5(b) have been obtained and all filings and notifications described in Section 4.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or (iiiC) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or 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 Parent or any of its Subsidiaries pursuant to, any Contract, permit Parent Permit or other instrument or obligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement by each of Parent and Merger Sub does do not, and the performance consummation of this Agreement by each of Parent the Offer, the Merger and Merger Sub will the other transactions contemplated hereby shall not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Company Certificate or Parent Bylaws the Company By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)the Company Subsidiary, (ii) (assuming that all consents, approvals, approvals and authorizations and permits described in Section 4.5(b5.4(b) and Section 6.3(b) shall have been obtained prior to the Effective Time and all filings and notifications described in Section 4.5(b5.4(b) and Section 6.3(b) shall have been made and any waiting periods thereunder shall have terminated or expired) expired prior to the Effective Time, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries the Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries the 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 change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company or any of its Subsidiaries the Company Subsidiary pursuant to, any Contract, permit Contract to which the Company or other instrument the Company Subsidiary is a party or obligationby which any of their respective properties or assets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would notmatters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent the Company and Merger Sub does not, and subject to receipt of the filing and recordation of appropriate documents as required by the DGCL and the QBCA and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 4.05(a) of the Company Disclosure Schedule, have been made, obtained or given, the performance of this Agreement by each of Parent the Company and Merger Sub will not, not (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the Company Certificate of Incorporation or bylaws of the Parent Certificate or Parent Bylaws Company or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected affected, or (iii) require any consent or approval under, result in any breach of of, or any loss of any benefit under, constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right rights of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Material Contract, permit except, for any such conflicts, violations, breaches, defaults or other instrument occurrences which, individually or obligation, exceptin the aggregate, with respect to clauses (ii) and or (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which have not had and would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.6(a) of the Company Confidential Disclosure Schedule, (i) the execution and delivery of this Agreement and the Agreement of Merger by each the Company, and (ii) the execution and delivery of Parent and the Agreement of Bank Merger Sub does by the Company Bank, do not, and the performance of this Agreement and the transactions contemplated hereby and thereby (including the Holding Company Merger and the Bank Merger) by each of Parent the Company and Merger Sub Company Bank, as the case may be, will not, (i) (assuming the Parent Stockholder Approval is obtainedA) conflict with or violate any provision of the Parent Certificate Company Articles or Parent Company Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Subsidiaries, (iiB) conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.6(b) have been obtained and all filings and notifications described in Section 4.5(b3.6(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected ), or (iiiC) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company or any of its Subsidiaries pursuant to, any ContractCompany Material Contract (as defined in Section 3.14 herein), permit Company Permits or other instrument material instruments or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effectobligations.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, except as set forth in Section 3.5(a) of the Company Disclosure Schedule, (i1) (assuming assuming, the Parent Stockholder Approval stockholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Parent Company's Certificate or Parent Bylaws the Company's By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii2) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.5(b) have been obtained and all filings and notifications described in Section 4.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction, decree or arbitration award or finding ("Law") applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii3) require any consent or approval under, result in any breach of or of, any loss of any benefit under, under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligation, except, with respect to clauses (ii2) and (iii3), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to either (A) have a Company Material Adverse EffectEffect or (B) prevent or materially delay the performance of this Agreement by the Company.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company does not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Stockholder Approval is obtained) Required Company Stockholders adopt this Agreement, conflict with or violate any provision of the Parent Certificate or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Governing Documents, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.5(b) have been obtained and all filings and notifications described in Section 4.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) except as set forth on Section 3.5(a) of the Company Disclosure Schedule (the “Company Required Consents”), require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, Permit or other instrument or obligationobligation to which the Company or any Company Subsidiary is party, except, with respect as to clauses (ii) and (iii), respectively, for any such conflicts, violations, consents, approvals, breaches, lossesdefaults, defaults failures to obtain consent or approval or other occurrences which as would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company does not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Company Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate of Incorporation or Parent Bylaws By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) other than as required under the Securities Purchase and Sale Agreement, require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, Permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does Company do not, and the performance by Company of this Agreement by each its obligations hereunder, and the consummation of Parent and the Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate of Incorporation or Parent Bylaws bylaws of Company or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b4.05(b) have been obtained and all filings and notifications described in Section 4.5(b4.05(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with the giving of notice or lapse of time or both would could reasonably be expected to become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contractmaterial note, permit bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses except in the case of (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which ) above as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or a material adverse effect on Company's ability to consummate the transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does Purchaser do not, and the performance by Purchaser of its obligations under this Agreement by each of Parent and Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate certificate or Parent Bylaws articles of incorporation or any equivalent organizational documents by-laws of any of its Subsidiaries (including Merger Sub)Purchaser, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b4.3(b) have been obtained and that all filings and notifications described in Section 4.5(b4.3(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent or any of its Subsidiaries Purchaser or by which any property or asset of Parent or any of its Subsidiaries Purchaser is bound or affected or (iii) assuming that all consents, approvals, authorizations and permits described in Section 4.3(b) have been obtained and that all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated or expired, require any consent or approval under, result in any breach of or of, any loss of any benefit under, under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligationPurchaser, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, changes in control, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effectreasonably be expected to prevent or materially delay the performance of this Agreement by Purchaser.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.3(a) of the Seller Disclosure Schedule, the execution and delivery of this Agreement and the Related Instruments by each of Parent and Merger Sub does Seller do not, and the performance by Seller of its obligations under this Agreement by each of Parent and Merger Sub the Related Instruments will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Seller's articles of incorporation or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Seller's bylaws, (ii) assuming that all consents, approvals, authorizations and permits described in Sections 3.3(b)(i) and 3.3(b)(ii) have been obtained and that all filings and notifications described in Sections 3.3(b)(i) and 3.3(b)(ii) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Seller or by which any of the Conveyed Assets is bound, or (iii) assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.3(b)(iii) have been obtained and that all filings and notifications described in Section 4.5(b3.3(b)(iii) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or (iii) , require any consent or approval under, result in any breach of or of, any loss of any benefit under, under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligationConveyed Asset, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, changes in control, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.6(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by each of Parent and Merger Sub the Company does not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Company Certificate or Parent Company Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Subsidiaries, (ii) conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.6(b) have been obtained and all filings and notifications described in Section 4.5(b3.6(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company or any of its Subsidiaries pursuant to, any ContractCompany Material Contract (as defined in Section 3.14 herein), permit lease with respect to real estate or other instrument or obligationCompany Permit, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults defaults, or failures to obtain any consent or approval, or other occurrences which would not, individually or in the aggregate, have a Material Adverse EffectEffect with respect to the Company.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub BIMI does not, and the performance of this Agreement by each of Parent and Merger Sub BIMI will not, (iA) (assuming the Parent BIMI Stockholder Approval is obtained) conflict with or violate any provision of the Parent BIMI Certificate or Parent Bylaws BIMI By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)subsidiaries, (iiB) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent BIMI or any of its Subsidiaries subsidiaries or by which any property or asset of Parent BIMI or any of its Subsidiaries subsidiaries is bound or affected or (iiiC) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or 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 Parent BIMI or any of its Subsidiaries subsidiaries pursuant to, any Contract, permit contract or other instrument or obligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each the Company or consummation of Parent and Merger Sub the transactions contemplated by this Agreement, subject to obtaining the Company Stockholders Approval, will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Company Certificate of Incorporation or Parent Company Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary, or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected affected, (iii) result in the creation of any Encumbrance on any of the properties or assets of the Company or any Company Subsidiary or (iiiiv) require any consent or approval under, result in any breach of or any loss of any benefit under, or modify, accelerate or terminate any rights or obligations under, or constitute a change of control or default (or an event which that with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any ContractMaterial Contract or Company Permit, permit or other instrument or obligation, except, with respect to except in the case of clauses (iiiii) and (iiiiv), for any such conflictsEncumbrances, violations, consents, or absences of consents or approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company Parties do not, and the performance of this Agreement by each of Parent and Merger Sub their respective obligations hereunder will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate or result in any breach of any provision of (A) the Parent Certificate Company Charter or Parent the Company Bylaws or (B) any equivalent organizational or governing documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.5(b) have been obtained and obtained, all filings and notifications described in Section 4.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected bound, or (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 change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract, permit contract to which the Company or other instrument any Company Subsidiary is a party or obligationotherwise bound, except, with respect as to clauses (ii) and (iii), respectively, for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would notwhich, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each the Company, and the consummation of Parent and Merger Sub the Transactions, including the Merger, will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the memorandum and articles of the Parent Certificate association or Parent Bylaws or any other equivalent organizational documents of the Company or any of its Subsidiaries (including Merger Sub)Subsidiaries, (ii) (assuming that the accuracy of the representations and warranties of Parent, Midco and Merger Sub in Section 5.12 of this Agreement, and assuming all consents, approvals, authorizations and permits other actions described in Section 4.5(b4.05(b) have been obtained or taken and all filings and notifications obligations described in Section 4.5(b4.05(b) have been made or satisfied, and any waiting periods thereunder have terminated or expired) assuming the Company Shareholder Approval is obtained, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected affected, or (iii) except as set forth in Section 4.05(a) of the Company Disclosure Schedule, violate, conflict with, require any consent or approval under, result in any breach of or any of, result in loss of any benefit under, or constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or an Encumbrance (other encumbrance than Permitted Encumbrances) on any property or asset of Parent the Company or any of its Subsidiaries pursuant to, to any Contract, permit Material Contract or other instrument or obligationCompany Permit, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub ACC does not, and the performance of this Agreement by each of Parent and Merger Sub ACC will not, (iA) (assuming the Parent ACC Stockholder Approval is obtained) conflict with or violate any provision of the Parent ACC Certificate or Parent Bylaws ACC By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)subsidiaries, (iiB) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent ACC or any of its Subsidiaries subsidiaries or by which any property or asset of Parent ACC or any of its Subsidiaries subsidiaries is bound or affected or (iiiC) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or 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 Parent ACC or any of its Subsidiaries subsidiaries pursuant to, any Contract, permit contract or other instrument or obligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and the Company Merger Sub Documents does not, and the performance of this Agreement the Company Merger Documents by each of Parent and Merger Sub the Company will not, (i) conflict with or violate the Company Charter or Company By-Laws, (assuming the Parent Stockholder Approval is obtainedii) conflict with or violate any provision of the Parent Certificate law, rule, regulation, order, judgment or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law decree applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent its or any of its Subsidiaries their respective properties 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, constitute a change of control or default (or an event which that with notice or lapse of time or 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, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets of Parent the Company or any of its Subsidiaries pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect obligation to clauses (ii) and (iii), for 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 is bound or affected; other than such conflicts, violations, consents, approvals, breaches, lossesdefaults, defaults impairments or other occurrences which would not, individually or in the aggregate, effects under (iii) of this Section 3.5(a) that have not had and could not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.3(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement Agreement, the Other Transaction Documents, the Series B Certificate of Determination and the Series C Certificate of Determination by each of Parent and Merger Sub the Company does not, not and the performance of this Agreement by each of Parent and Merger Sub the Company will not, not (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Articles or Parent the Company Bylaws or any equivalent organizational documents the Articles of any Incorporation or the Bylaws of its Subsidiaries (including Merger Sub)the Bank, (ii) conflict with, or breach or violate any Applicable Law or Company Material Contracts (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b4.3(b) have been obtained and all filings and notifications described in Section 4.5(b4.3(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any material benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company or the Bank or on the Series B Shares pursuant to any contract or other agreement to which the Company or the Bank is a party or to which the Company or the Bank or any of its Subsidiaries pursuant totheir respective assets are subject, or any Contract, permit or other instrument or obligationthe Company Permit, except, with respect to in the case of clauses (ii) and (iii) above in this Section 4.3(a), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or failures to obtain any consents or approvals or other occurrences which that would not, individually or in the aggregate, have a Material Adverse EffectEffect with respect to the Company.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each the Company nor the consummation by the Company of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub transactions contemplated hereby (other than any Divestiture Actions) will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Charter or Parent Company Bylaws or any equivalent of the organizational documents of any the Subsidiaries of its Subsidiaries (including Merger Sub)the Company, (ii) (assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referred to in Section 4.5(b3.4(b) have been obtained and all filings and notifications described in Section 4.5(b) or made, any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expired) condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or affected, (iii) require assuming that the Consents, registrations, declarations, filings and notices referred to in Section 3.4(b) have been obtained or made, result in the creation or imposition of any consent Lien (other than any Permitted Lien) upon any of the material assets or approval underproperties of the Company or any of its Subsidiaries, or (iv) result in any breach of of, or any loss of any benefit under, constitute a change of control or default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under under, or give rise to others any right of termination, vesting, amendment, acceleration or cancellation of, any Company Material Contract or result any Company Permit, other than, in the creation case of a lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation, except, with respect to clauses (ii), (iii) and (iii), for iv) any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachestermination, losses, defaults acceleration or other occurrences which cancellation that would not, individually or in the aggregate, not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each the Company and consummation of Parent and Merger Sub the transactions contemplated by this Agreement, subject to obtaining the Company Stockholders Approval, will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Company Certificate of Incorporation or Parent the Company Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary, or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected affected, (iii) result in the creation of any Encumbrance on any of the properties or assets of the Company or any Company Subsidiary or (iiiiv) require any consent or approval under, result in any breach of or any loss of any benefit under, or modify, accelerate or terminate any rights or obligations under, or constitute a change of control or default (or an event which that with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any ContractMaterial Contract or Company Permit, permit or other instrument or obligation, except, with respect to except in the case of clauses (iiiii) and (iiiiv), for any such conflictsEncumbrances, violations, consents, approvals, breaches, losses, defaults consents or other occurrences which approvals that would not, individually or in the aggregate, not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. Subject only to the approval of the Merger, this Agreement and certain amendments to the Company Articles of Incorporation described in Section 3.1(d) of the Disclosure Schedule by the holders of Company Common Stock and Company Preferred Stock: (ai) The execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, the Company does not (i) (assuming the Parent Stockholder Approval is obtainedA) conflict with or violate any provision the Company Articles of the Parent Certificate Incorporation or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries Company By-Laws; (including Merger Sub), (iiB) (assuming that all consents, approvals, approvals and authorizations and permits described in Section 4.5(bcontemplated by subsection (ii) below have been obtained and all filings and notifications described in Section 4.5(b) such subsection have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or any of its Subsidiaries the Company or by which any property or asset of Parent or any of its Subsidiaries is properties are bound or affected affected; or (iiiC) require any consent or approval under, result in any breach or violation of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or result in the loss of a benefit under, or give rise 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 of the properties or asset assets of Parent or any of its Subsidiaries the Company pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, permit, franchises, or other instrument or obligationobligation to which the Company is a party or by which the Company or its properties are bound or affected, except, with respect to in the case of clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by each of Parent and Merger Sub does not, and the or performance of this Agreement by each the Company or the consummation by the Company of Parent and Merger Sub will not, the transactions contemplated by this Agreement (including the Merger) will: (i) (assuming subject to obtaining the Parent Company Stockholder Approval is obtained) Approval, conflict with or violate any provision of the Parent Certificate Company Charter or Parent Bylaws Company By-Laws or any equivalent organizational or governing documents of any of its Subsidiaries (including Merger Sub), Company Subsidiary; (ii) (assuming that all consents, approvals, approvals and authorizations and permits described in Section 4.5(b3.04(b) have been obtained and all filings and notifications described in Section 4.5(b3.04(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any Company Subsidiary or any of its Subsidiaries their respective properties or by which any property or asset of Parent or any of its Subsidiaries is bound 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 change of control default under (with or default (or an event which with without notice or lapse of time time, or both would become a default) under both), or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien (other than a Permitted Lien) upon any of the respective properties or other encumbrance on any property or asset assets of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract, permit Company Material Contract to which the Company or other instrument any Company Subsidiary is a party (or obligationby which any of their respective properties or assets are bound) or any Company Permit, except, with respect to clauses (ii) and (iii), as contemplated by Section 2.03 or for any such conflicts, violations, consents, approvals, breaches, losses, defaults or changes of control, defaults, other occurrences which or Liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or to prevent or materially delay the ability of the Company to consummate the Merger.

No Conflict; Required Filings and Consents. (a) Section 3.5.1 The execution and delivery of this Agreement by each of Parent and Merger Sub the Company does not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, (iA) (assuming the Parent Stockholder Approval is obtained) Required Company Stockholders adopt this Agreement, conflict with or violate any provision of the Parent Company Certificate or Parent Bylaws Company By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (iiB) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) 3.5.2 have been obtained and all filings and notifications described in Section 4.5(b) 3.5.2 have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iiiC) except as set forth in the Company Disclosure Schedule, require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract, permit or other instrument or obligationCompany Permit, except, with respect as to clauses (iiB) and (iiiC), respectively, for any such conflicts, violations, consents, approvals, breaches, losses, defaults approvals or other occurrences which would not, individually or in the aggregate, reasonably be expected to (x) have a Company Material Adverse EffectEffect or (y) prevent the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement the Transaction Agreements by each of Parent and Merger Sub does notthe Acquiror, and the performance consummation of this Agreement by each of Parent the transactions contemplated hereby and Merger Sub thereby, do not and will not, not (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the certificate of the Parent Certificate incorporation or Parent Bylaws by-laws or any equivalent other organizational documents of any of its Subsidiaries (including Merger Sub)the Acquiror, (ii) (assuming that all consents, approvals, approvals and authorizations contemplated by clauses (i) and permits described in Section 4.5(b(ii) of subsection (b) below have been obtained obtained, and all filings and notifications described in Section 4.5(b) such clauses have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or the Acquiror, (iii) require any consent or approval under, result in any breach of or any loss of any benefit underviolation of, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or result in the loss of a benefit under, or give rise to others any right of termination, vestingcancellation, amendment, notice, approval, consent, waiver or acceleration pursuant to, any Contracts binding upon the Acquiror or cancellation of, or (iv) result in the creation or imposition of a lien or any Lien (other encumbrance on any property or asset of Parent or than Permitted Liens) upon any of its Subsidiaries pursuant tothe Acquiror’ s assets, any Contract, permit properties or other instrument or obligationbusinesses, except, with respect to in the case of clauses (ii) and through (iiiiv), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which as would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectprevent or materially delay the consummation by the Acquiror of the transactions contemplated by, or the performance by the Acquiror of any of its obligations under, the Transaction Agreements.

No Conflict; Required Filings and Consents. (a) The Except as set forth on Schedule 4.6(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by each of Parent the Company and Merger Sub the Bank does not, and the performance of this Agreement by each of Parent the Company and Merger Sub the Bank will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Company Certificate or Parent Company Bylaws or any equivalent organizational documents of the Bank or any of its Subsidiaries (including Merger Sub)their Subsidiaries, (ii) conflict with or violate any Law applicable to the Company, the Bank or any of their Subsidiaries or by which any property or asset of the Company, the Bank or any of their Subsidiaries is bound or affected (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b4.6(b) have been obtained and all filings and notifications described in Section 4.5(b4.6(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company, the Bank or any of its their Subsidiaries pursuant to, any Company Material Contract, permit lease with respect to real estate or other instrument or obligationCompany Permit, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults defaults, or failures to obtain any consent or approval, or other occurrences which would not, individually or in the aggregate, have a Material Adverse EffectEffect with respect to the Company.

No Conflict; Required Filings and Consents. (a) Section 3.4.1 The execution and delivery of this Agreement and the Purchaser Stock Option Agreement by each of Parent and Merger Sub the Company does not, and the performance of this Agreement and the Purchaser Stock Option Agreement by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Stockholder Approval is obtainedA) conflict with or violate any provision of the Parent Company Certificate or Parent Bylaws Company By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (iiB) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) 3.4.2 have been obtained and all filings and notifications described in Section 4.5(b) 3.4.2 have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iiiC) require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, Company Permit or other instrument or obligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Offer or the Merger, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Purchaser Stock Option Agreement or (3) have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent the Company and Merger Sub does not, and the performance of this Agreement by each of Parent the Company and Merger Sub will not, (iA) (assuming the Parent Company Stockholder Approval is obtained) conflict with or violate any provision of the Parent Company Certificate or Parent Bylaws Company By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), (iiB) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.5(b) have been obtained and all filings and notifications described in Section 4.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or (iiiC) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or 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 Parent the Company or any of its Subsidiaries pursuant to, any Contract, permit Company Permit or other instrument or obligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each the Company nor the consummation by the Company of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub transactions contemplated hereby will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Charter or Parent Company Bylaws or any equivalent of the organizational documents of any the Subsidiaries of its Subsidiaries (including Merger Sub)the Company, (ii) (assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referred to in Section 4.5(b3.4(b) have been obtained and all filings and notifications described in Section 4.5(b) or made, any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expired) condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or affected, (iii) require any consent assuming that the Consents, registrations, declarations, filings and notices referred to in Section 3.4(b) have been obtained or approval undermade, result in the creation or imposition of any breach Lien (other than any Permitted Lien) upon any of the material assets or properties of the Company or any loss of any benefit under, constitute a change of control its Subsidiaries or default (or an event which with notice or lapse of time or both would become a default) under result in or give to others any rights of cancellation, modification, amendment, acceleration, revocation or suspension of any of the Company Permits, or (iv) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, vesting, amendment, acceleration or cancellation of, any Company Material Contract or result Company Permit, other than, in the creation case of a lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation, except, with respect to clauses (ii), (iii) and (iiiiv), for any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachestermination, losses, defaults acceleration or other occurrences which cancellation that would not, individually or in the aggregate, not have a Company Material Adverse Effect. None of the Notes COC Consent Solicitations or the Credit Agreement Consent Solicitations will violate or conflict in any material respect with the Company Indentures or the Existing ABL Credit Agreement, as applicable.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each the Company, and the consummation of Parent and Merger Sub the Transactions including the Merger, will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the memorandum and articles of the Parent Certificate association or Parent Bylaws or any other equivalent organizational documents of the Company or any of its Subsidiaries (including Merger Sub)Subsidiaries, (ii) (assuming that the accuracy of the representations and warranties of Parent and Merger Sub in Section 5.12 of this Agreement, and assuming all consents, approvals, authorizations and permits other actions described in Section 4.5(b4.05(b) have been obtained or taken and all filings and notifications obligations described in Section 4.5(b4.05(b) have been made or satisfied, and any waiting periods thereunder have terminated or expired) conflict with or assuming receipt of the Company Shareholder Approval, violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected affected, or (iii) except as set forth in Section 4.05(a) of the Company Disclosure Schedule, violate, conflict with, require any consent or approval under, result in any breach of or any of, result in loss of any benefit under, or constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or an Encumbrance (other encumbrance than Permitted Encumbrances) on any property or asset of Parent the Company or any of its Subsidiaries pursuant to, to any Contract, permit Material Contract or other instrument or obligationCompany Permit, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. The execution, delivery and performance of the Company Transaction Documents by the Company do not and will not: (a) The execution and delivery conflict with or violate the Organizational Documents of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, Company or any Subsidiary; (i) (assuming the Parent Stockholder Approval is obtainedb) conflict with or violate any provision of law, rule, regulation, order, judgment or decree applicable to the Parent Certificate or Parent Bylaws Company or any equivalent organizational documents of any of Subsidiary or by which its Subsidiaries (including Merger Sub), (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is their respective properties are bound or affected or affected; (iiic) require any consent consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity (other than any filing required under Section 13(a) or (d), 14, 15(d) or 16(a) of the Exchange Act); (d) require the approval underof the Company's stockholders, (e) result in any breach or violation of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would could become a default) under 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, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets of Parent the Company or any of its Subsidiaries Subsidiary pursuant to, any Contract, permit Permit or other instrument or obligation, except, with respect obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties are bound or affected; other than (i) in the case of clauses (iib) and (iii), e) for any such conflicts, violations, breaches, defaults, rights, losses and Liens as would not have a Material Adverse Effect, and (ii) in the case of clause (c), such consents, approvals, breachesauthorizations, lossespermits, defaults or other occurrences actions, filings and notifications, the absence of which would not, individually or in the aggregate, not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (ad) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Charter Documents or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, authorizations authorizations, and permits other actions described in Section 4.5(b3.5 (b) have been obtained taken and all filings and notifications described in Section 4.5(b3.5(b) have been made made, and any waiting periods thereunder have terminated or expired) subject to obtaining the Required Shareholder Vote and approvals of the Investment Center and making the OCS Notification and providing the OCS Undertaking to the OCS, conflict with or violate any Law applicable to Parent or any of its Subsidiaries Acquired Company or by which any property or asset of Parent or any of its Subsidiaries Acquired Company is bound or affected affected, or (iii) require any consent or approval undersubject to obtaining the consents listed in Section 3.5(a) of the Company Disclosure Schedule, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent or any of its Subsidiaries Acquired Company pursuant to, or result in the loss of a benefit under, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation to which any Acquired Company is a party or by which any Acquired Company or any property or asset of any of them is bound or affected, except, with respect to clauses (ii) and in the case of clause (iii), for any such conflictsbreach, violationsdefault, consentstermination, approvalsamendment, breachesacceleration, lossescancellation, defaults creation of a Lien or other occurrences which loss that would not, individually or in the aggregate, have be material to the Acquired Companies, taken as a Material Adverse Effectwhole, or prevent or materially delay the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) Section 3.5.1 The execution and delivery of this Agreement and each Ancillary Agreement to which the Company or any of its Subsidiaries is a party by each of Parent and Merger Sub the Company or the respective Subsidiary does not, and the performance of this Agreement and each Ancillary Agreement to which the Company or any of its Subsidiaries is a party by each of Parent and Merger Sub the Company or the respective Subsidiary will not, (iA) (assuming the Parent Required Stockholder Approval Vote is obtained) conflict with or violate any provision of the Parent Company Certificate or Parent Bylaws Company By-laws or any equivalent organizational documents the Irish Memoranda and Articles of any of its Subsidiaries (including Merger Sub)Association, (iiB) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) 3.5.2 have been obtained and all filings and notifications described in Section 4.5(b) 3.5.2 have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or (iiiC) require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance an Encumbrance on any property or asset of Parent the Company or any of its Subsidiaries pursuant to, any Contract, permit Company Material Contract or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse EffectCompany Permit.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by each of Parent and Merger Sub does not, and the or performance of this Agreement by each the Company or the consummation by the Company of Parent the Merger and Merger Sub will not, the other transactions contemplated by this Agreement will: (i) (assuming subject to obtaining the Parent Stockholder Approval is obtained) Company Shareholder Approval, conflict with or violate any provision of the Parent Certificate Company Charter or Parent Bylaws Company By-laws or any equivalent organizational or governing documents of any of its Subsidiaries (including Merger Sub), Company Subsidiary; (ii) (assuming that all consents, approvals, approvals and authorizations and permits described in Section 4.5(b3.04(b) have been obtained and all filings and notifications described in Section 4.5(b3.04(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any Company Subsidiary or any of its Subsidiaries their respective properties or by which any property or asset of Parent or any of its Subsidiaries is bound 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 change of control that results in a default or default any right of termination or consent under (with or an event which with without notice or lapse of time time, or both would become a default) under both), or result in termination or give to others any right of termination, vesting, amendment, additional or increased payment, acceleration or cancellation of, or increase in any benefits or obligations under, or result in the creation of a lien Lien (other than a Permitted Lien) upon any of the respective properties or other encumbrance on any property or asset assets of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract, permit Company Material Contract or other instrument or obligationany Company Permit, except, with respect to clauses “(ii) )” and “(iii)”, for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect (the “Required Consents”).

No Conflict; Required Filings and Consents. (a) The Subject to Section 2.6(a) and except as set forth in Section 3.3(a) of the Seller Disclosure Letter, the execution and delivery by Seller of this Agreement by each of Parent and Merger Sub does the Related Instruments do not, and the performance by Seller of their respective obligations under this Agreement by each of Parent and Merger Sub the Related Instruments will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Seller's certificate of incorporation or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Seller's bylaws, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.3(b) have been obtained and that all filings and notifications described in Section 4.5(b3.3(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate in any material respect any Law applicable to Parent or any of its Subsidiaries Seller or by which any property or asset of Parent or any of its Subsidiaries the Conveyed Assets is bound or affected bound, or (iii) assuming that all consents, approvals, authorizations and permits described in Section 3.3(b) have been obtained and that all filings and notifications described in Section 3.3(b) have been made and any waiting periods thereunder have terminated or expired, require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, any Assumed Contract or the CDT Merger Agreement, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse EffectConveyed Asset.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does Purchaser do not, and the performance by Purchaser of its obligations under this Agreement by each of Parent and Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate certificate of formation, operating agreement or Parent Bylaws or any equivalent other organizational documents of any of its Subsidiaries (including Merger Sub)Purchaser, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b4.3(b) have been obtained and that all filings and notifications described in Section 4.5(b4.3(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent or any of its Subsidiaries Purchaser or by which any property or asset of Parent or any of its Subsidiaries Purchaser is bound or affected or (iii) assuming that all consents, approvals, authorizations and permits described in Section 4.3(b) have been obtained and that all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated or expired, require any consent or approval under, result in any breach of or of, any loss of any benefit under, under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligationPurchaser, except, with respect to clauses (ii) and (iii), for any such conflicts, ; violations, consents, approvals, breaches, losses, changes in control, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effectreasonably be expected to prevent or materially delay the performance of this Agreement by Purchaser.

No Conflict; Required Filings and Consents. (a) The Except as set forth on Section 3.04(a) of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement by each of Parent and Merger Sub does the Ancillary Documents to which it is party do not, and the performance of this Agreement by each and such Ancillary Documents and the consummation of Parent the transactions contemplated hereby and Merger Sub thereby will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Charter Documents, or Parent Bylaws the amended and restated bylaws of the Company, dated as of November 9, 2014 (the “Company Bylaws”), or any the certificate of incorporation, bylaws or other equivalent organizational documents of any of its Subsidiaries (including Merger Sub)the Company Subsidiaries, (ii) (assuming that all consents, approvals, authorizations subject to the filings and permits other matters described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) 3.04(b), conflict with or violate any Law applicable to Parent the Company or any of its the Company Subsidiaries or by which their respective properties or assets in any property or asset of Parent or any of its Subsidiaries is bound or affected or material respect, (iii) require result in the creation or imposition of any consent Lien upon any of the Company’s or approval underCompany Subsidiaries’ properties, assets or any Company Capital Stock or capital stock of any Company Subsidiary or (iv) result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, result in the loss of a benefit under or give to others any right of termination, vesting, amendment, acceleration acceleration, increased payment or cancellation ofof any Material Contract, Tenant Lease, Ground Lease or result Option Lease, except in the creation case of a lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation, except, with respect to clauses (iiiii) and (iiiiv), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would notwhich, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.5 of the Company Disclosure Schedule, the execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance by the Company of this Agreement by each its obligations hereunder and the consummation of Parent and Merger Sub the transactions contemplated hereby will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the Articles of the Parent Certificate Incorporation or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)the Company, Rapro, FSC or the Israeli Affiliate, (ii) (assuming that all consents, approvals, orders and authorizations and permits described in Section 4.5(b2.03(b) have been obtained and all registrations, declarations, filings and notifications described in Section 4.5(b2.03(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Applicable Law applicable relating to Parent the Company, Rapro, FSC or any of its Subsidiaries the Israeli Affiliate or by which any property or asset of Parent the Company, Rapro or any of its Subsidiaries FSC is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company, Rapro or any of its Subsidiaries FSC pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, exceptother than, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, that individually or in the aggregate, have a Material Adverse Effectaggregate would not prevent or materially delay the consummation of the transactions contemplated hereby or the performance by the Company of any of its obligations hereunder.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each the Company and the consummation by the Company of Parent and Merger Sub the Transactions will not, (i) (assuming the Parent Stockholder Approval is obtainedrepresentations and warranties in clause (a) of Section 5.05 are complete and correct, conflict with or violate the Company Charter or the Company By-laws, (ii) conflict with or violate any provision the certificate of the Parent Certificate incorporation or Parent Bylaws by-laws (or any equivalent organizational documents documents) of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (iiiii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b4.04(b) have been obtained and all filings filings, notifications and notifications other actions described in Section 4.5(b4.04(b) have been made and any waiting periods thereunder have terminated or expired) taken, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary or their respective properties or assets is bound or affected bound, or (iiiiv) require any consent or approval under, result in any breach or violation of or any loss of any benefit under, constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under by the Company or any Company Subsidiary under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or any Liens (other encumbrance on than Permitted Liens) in connection with any property or asset of Parent Selected Contract to which the Company or any of its Subsidiaries pursuant to, any Contract, permit Company Subsidiary is a party or other instrument by which the Company or obligationa Company Subsidiary or their respective properties or assets is bound, except, with respect to each of the foregoing clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, consents, approvals, breaches, lossesdefaults, defaults rights or other occurrences which that would not, individually or in the aggregate, have a Material Adverse EffectEffect or prevent the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent SPAC and Merger Sub NewCo does not, and the performance of this Agreement the Transactions by each of Parent SPAC and Merger Sub NewCo will not, subject to receipt of SPAC Shareholder Approval and the NewCo Shareholder Approval, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate SPAC Organizational Documents or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)the Sio NewCo Organizational Documents, (ii) (assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and permits other actions described in Section 4.5(b‎Section 4.05(b) have been obtained and all filings and notifications obligations described in Section 4.5(b‎Section 4.05(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent SPAC or any of its Subsidiaries NewCo or by which any of their property or asset of Parent or any of its Subsidiaries assets is bound or affected affected, or (iii) require any consent or approval under, result in any breach of of, or any loss of any benefit under, constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent SPAC or any of its Subsidiaries NewCo pursuant to, any note, bond, mortgage, indenture, Contract, permit lease, license, permit, franchise or other instrument or obligationobligation to which SPAC or NewCo is a party or by which SPAC or NewCo or any asset or property is bound or affected, except, with respect to clauses (iia)(ii) and (iiia)(iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually not have or in the aggregate, reasonably be expected to have a SPAC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, the Company and the performance of this Agreement and the transactions contemplated hereby by each of Parent the Company do not and Merger Sub will not, not (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the Amended and Restated Articles of the Parent Certificate Incorporation or Parent Bylaws By-Laws (or any equivalent organizational documents documents) of (A) the Company or (B) any of its Subsidiaries (including Merger Sub)Subsidiaries, (ii) (assuming that all the consents, approvals, approvals and authorizations and permits described specified in Section 4.5(b) have been obtained received and all filings and notifications described in Section 4.5(b) the waiting periods referred to therein have been made expired, and any waiting periods thereunder have terminated condition precedent to such consent, approval, authorization or expired) waiver has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected affected, or (iii) require any consent or approval underexcept as set forth on Section 4.5(a) of the Company Disclosure Letter, result in any breach of or any loss of any benefit underviolation of, or constitute a change of control or default (with or an event which with without notice or lapse of time time, or both would become both) under, result in the loss of a default) under material benefit under, or give rise to others any right of termination, vesting, amendment, acceleration or cancellation ofof any Company Material Contract, or result in the creation of a lien Lien, other than any Permitted Lien, upon any of the properties or other encumbrance on any property or asset assets of Parent the Company or any of its Subsidiaries pursuant toSubsidiaries, any Contractother than, permit or other instrument or obligation, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsviolation, violationsconflict, consentsdefault, approvalstermination, breachescancellation, losses, defaults acceleration or other occurrences which Lien that would notnot have, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement and all other agreements and documents contemplated hereby to which it is a party and the consummation by each the Company of Parent the Transactions do not and Merger Sub does will not, and the performance of this Agreement compliance by each of Parent the Company with its obligations hereunder and Merger Sub thereunder will not, (i) (assuming the Parent Stockholder Approval is obtained) result in a violation or breach of or conflict with or violate any provision of the Parent Company Certificate or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Bylaws, (ii) (assuming that all subject to obtaining or making consents, approvals, authorizations Orders, authorizations, registrations, declarations, filings and permits other actions described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) 4.06(b), conflict with or violate any Law or rule of the NASDAQ Stock Market (“NASDAQ”) applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or bound, (iii) require any consent or approval under, result in any violation or breach of or conflict with any provisions of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, or result in the loss of any benefit under, constitute or result in the triggering of any payments pursuant to, any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a change party or by which it or any of control its respective properties or default assets may be bound or (or an event which with notice or lapse of time or both would become a defaultiv) 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 Lien, except for Permitted Liens, on any property or asset of Parent the Company or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligationSubsidiaries, except, with respect to clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, consents, approvals, breaches, lossesconflicts, defaults defaults, rights of purchase, terminations, amendments, accelerations, cancellations, losses of benefits, payments or other occurrences which Liens that would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement the Transaction Agreements by each of Parent and Merger Sub the Company does not, and the performance of this Agreement the Transaction Agreements by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Charter or Parent Bylaws the Company Bylaws, (ii) conflict with or violate any equivalent organizational documents of any of its the other Subsidiaries of the Company, or (including Merger Sub), (iiiii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or (iiiiv) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or 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 Parent the Company or any of its Subsidiaries pursuant to, any ContractContract of the Company or any of its Subsidiaries, permit Company Permit or other instrument or obligationobligation of the Company or any of its Subsidiaries, except, with respect to clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would notthat, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each the Company and the consummation by the Company of Parent and Merger Sub the Transactions will not, (i) conflict with or violate the Company Articles, the Company Bylaws, or the certificate of incorporation and bylaws (or equivalent organizational documents) of any Company Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.04(b) have been obtained, that all filings and other actions described in Section 3.04(b) have been made or taken and the Parent Stockholder Company Shareholder Approval is has been obtained) , conflict with or violate any provision of the Parent Certificate federal, state, local or Parent Bylaws foreign law, statute, ordinance or law, or any equivalent organizational documents rule, regulation, standard, Order or agency requirement of any of its Subsidiaries Governmental Authority (including Merger Sub), (ii“Law”) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) require any consent or approval under, result in any breach or violation of or any loss of any benefit under, constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under by the Company or give to others any right of termination, vesting, amendment, acceleration or cancellation ofCompany Subsidiary under, or result in the loss of any benefit under, or the creation of any Lien (other than a lien Permitted Lien) on the properties or other encumbrance on any property or asset assets of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract, permit Contract to which the Company or other instrument or obligationany Company Subsidiary is a party, except, with respect to each of the foregoing clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 4.6 and assuming that all Required Governmental Consents (as defined below) are obtained, the execution and delivery of this Agreement by each of Parent and Merger Sub the Company does not, and the performance of this Agreement and the transactions contemplated hereby by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate law, statute, regulation, court order, judgment, decree or Parent Bylaws or any equivalent organizational documents other restriction of any of its Subsidiaries (including Merger Sub)government, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated governmental agency or expired) conflict with or violate any Law court applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent its or any of its Subsidiaries their respective properties or assets is bound or affected affected, (ii) violate or conflict with any provision of the certificate of incorporation of the Company as amended (the "COMPANY CERTIFICATE"), or the bylaws of the Company, as amended (the "COMPANY BYLAWS"), or any charter, bylaws or operating agreement of any Subsidiary of the Company, or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or result in any, or give rise to others any right rights of termination, vesting, amendment, cancellation or acceleration of any obligations or cancellation ofany loss of any material benefit under, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets (whether owned or leased) of Parent the Company or any of its Subsidiaries pursuant to, or require any Contractnotice under, permit any Company Material Contract (as defined in Section 4.17). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate or other instrument conflict with any of the provisions of any of the Option Plan or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse EffectCompany Warrants.

No Conflict; Required Filings and Consents. (a) The Subject to Section 2.6(a) and except as set forth in Section 3.3(a) of the Seller Disclosure Letter, the execution and delivery by Seller of this Agreement by each of Parent and Merger Sub does the Related Instruments do not, and the performance by Seller of their respective obligations under this Agreement by each of Parent and Merger Sub the Related Instruments will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Seller’s certificate of incorporation or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Seller’s bylaws, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.3(b) have been obtained and that all filings and notifications described in Section 4.5(b3.3(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate in any material respect any Law applicable to Parent or any of its Subsidiaries Seller or by which any property or asset of Parent or any of its Subsidiaries the Conveyed Assets is bound or affected bound, or (iii) assuming that all consents, approvals, authorizations and permits described in Section 3.3(b) have been obtained and that all filings and notifications described in Section 3.3(b) have been made and any waiting periods thereunder have terminated or expired, require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, any Assumed Contract or the CDT Merger Agreement, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse EffectConveyed Asset.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of its obligations under this Agreement by each of Parent and Merger Sub will shall not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the articles of the Parent Certificate organization or Parent Bylaws by-laws or any equivalent organizational documents of the Company or any of its Subsidiaries (including Merger Sub), Subsidiary; (ii) (assuming that all consents, approvals, authorizations and permits other actions described in Section 4.5(b3.7(b) have been obtained and all filings and notifications obligations described in Section 4.5(b3.7(b) have been made and any waiting periods thereunder have terminated or expired) and, subject, in the case of the Merger, to obtaining Stockholder Approval, conflict with or violate any Applicable Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries Subsidiary is bound or affected affected; or (iii) require any consent subject to obtaining the consents listed in Section 3.7 of the Disclosure Schedule, which list does not incorporate information from or approval underconsents listed in the SEC Reports, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent the Company or any of its Subsidiaries Subsidiary pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually not prevent or in materially delay consummation of the aggregate, Merger and would not reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Assuming the accuracy of the representations and warranties contained in Section 4.12, none of the execution, delivery of this Agreement by each of Parent and Merger Sub does not, and the or performance of this Agreement by each the Company or the consummation by the Company of Parent and Merger Sub will not, the Transactions will: (i) (assuming subject to obtaining the Parent Company Stockholder Approval is obtained) Approval, conflict with or violate any provision of the Parent Certificate Company Charter or Parent Company Bylaws or any equivalent organizational or governing documents of any of its Subsidiaries (including Merger Sub), Company Subsidiary; (ii) (assuming that all consents, approvals, approvals and authorizations and permits described in Section 4.5(b3.04(b) have been obtained and all filings and notifications described in Section 4.5(b3.04(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any Company Subsidiary or any of its Subsidiaries their respective properties or by which any property or asset of Parent or any of its Subsidiaries is bound 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 change of control default under (with or default (or an event which with without notice or lapse of time time, or both would become a default) under both), or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien (other than a Permitted Lien) upon any of the respective properties or other encumbrance on any property or asset assets of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant toto any Company Material Contract or any Company Permit, any Contract, permit or other instrument or obligation, except, except (A) with respect to clauses clause (ii) and (iii), for any such conflictsconsent, violationsapprovals and authorizations, consents, approvals, breaches, losses, defaults or other occurrences which would notthe failure to obtain which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, and (B) with respect to clause (iii), any such conflicts, violations, breaches, losses, defaults, terminations, rights of termination, vesting, amendment, acceleration or cancellation of Liens that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent Foresight and the Merger Sub does Corps do not, and the performance of this Agreement by each of Parent Foresight and the Merger Sub Corps will not, : (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the Organizational Documents of the Parent Certificate or Parent Bylaws Foresight or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), Corp; (ii) (assuming that all consents, approvals, authorizations and permits other actions described in Section 4.5(b3.04(b) have been obtained and all filings and notifications obligations described in Section 4.5(b3.04(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent Foresight or any of its Subsidiaries the Merger Corps or by which any of their property or asset of Parent or any of its Subsidiaries assets is bound or affected affected; or (iii) require any consent or approval under, result in any breach of of, or any loss of any benefit under, constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent Foresight or any of its Subsidiaries Merger Corp pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligationobligation binding on Foresight or any Merger Corp, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, not reasonably be expected to have a Foresight Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and Neither the execution, delivery of this Agreement by each of Parent and Merger Sub does not, and the or performance of this Agreement by each the Company nor the consummation by the Company of Parent and Merger Sub the transactions contemplated hereby will not, (i) (assuming the Parent Stockholder Approval is obtained) contravene, conflict with with, breach or violate any provision of the Parent Certificate Company’s restated articles of incorporation or Parent Bylaws amended and restated bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), (ii) (assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referred to in Section 4.5(b4.4(b) have been obtained and all filings and notifications described in Section 4.5(b) or made, any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expired) condition precedent to any such Consent has been satisfied, conflict with or violate in any material respect any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected affected, or (iii) require any consent or approval underexcept as set forth in Section 4.4(a) of the Company Disclosure Letter, result in any breach of of, or any loss of any benefit under, constitute a change of control or default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under in any material respect under, or give rise to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in change of any right or obligation or the creation loss of a lien or other encumbrance on any property or asset of Parent benefit to which the Company or any of its Subsidiaries pursuant to, is entitled under any provision of any Company Material Contract, permit or other instrument or obligation, except, with respect to clauses (iiiv) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or result in the aggregatecreation or imposition of any Lien, have other than any Permitted Lien or any Lien created as a Material Adverse Effectresult of any action taken by Parent or Merger Sub, upon any of the material property or assets of the Company or any of its Subsidiaries.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company does not, and the performance by the Company of this Agreement by each its obligations hereunder and the consummation of Parent and the Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Restated Certificate of Incorporation or Parent Bylaws of the Company or any equivalent organizational documents of any of its Subsidiaries Company Subsidiary (including Merger Subother than WME and NSC), (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.05(b) have been obtained and all filings and notifications described in Section 4.5(b3.05(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) require any consent or approval underexcept as set forth in Section 3.05(a) of the Company Disclosure Schedule, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with the giving of notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would notneither, individually or in the aggregate, (A) have a Company Material Adverse EffectEffect nor (B) prevent or materially delay the performance by the Company of its obligations pursuant to this Agreement or the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the Companies Act and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 4.05(a) of the Company Disclosure Schedule, have been made, obtained or given, the performance of this Agreement by each of Parent and Merger Sub the Company will not, not (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the constitutional documents of the Parent Certificate or Parent Bylaws Company or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and permits other actions described in Section 4.5(b4.05(b) have been obtained and all filings and notifications obligations described in Section 4.5(b4.05(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected affected, or (iii) require any consent or approval under, result in any breach of of, or any loss of any benefit under, constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right rights of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Material Contract, permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would notwhich, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate or Parent Company Certificate, the Company Bylaws or any equivalent organizational documents of any of its Subsidiaries Company Subsidiary (including Merger Subassuming the stockholder approval set forth in Section 3.24 is obtained), (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.6(b) have been obtained and all filings and notifications described in Section 4.5(b3.6(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or Table of Contents violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected affected, except which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (iii) except as listed in Section 3.6(a) of the Company Disclosure Letter, require any consent or approval under, result in any breach of or of, any loss of any benefit under, under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, to any Contract, permit Company Material Contract or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse EffectCompany Permit.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Seller of this Agreement by each of Parent and Merger Sub does do not, and the performance by the Seller of this Agreement and the consummation by each the Seller of Parent and Merger Sub the Transactions, will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate or Parent Bylaws or any equivalent organizational documents memorandum and articles of any association of its Subsidiaries (including Merger Sub)the Seller, (ii) (assuming that all consents, approvals, approvals and authorizations and permits described in Section 4.5(b3.3(b) will have been obtained and prior to the Closing Date, all filings and notifications described in Section 4.5(b3.3(b) will have been made and any waiting periods or approvals thereunder will have terminated terminated, expired or expired) been obtained prior to the Closing Date, conflict with or violate any Law applicable to Parent or any of its Subsidiaries the Seller or by which any property or asset of Parent or any of its Subsidiaries the Seller is bound or affected or (iii) violate, conflict with, require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent or any of its Subsidiaries the Seller pursuant to, any Contract, permit Contract to which the Seller is a party or other instrument by which any of their respective properties or obligationassets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse EffectEffect on the Seller.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by each the Company, the consummation by the Company of Parent and the Merger Sub does notor the other Transactions, and or the Company’s performance of this Agreement by each of Parent and Merger Sub its obligations hereunder will not, (i) (assuming subject to obtaining the Parent Requisite Company Stockholder Approval is obtained) Approval, conflict with or violate any provision of the Parent Certificate Charter or Parent the Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), (ii) (assuming that all the consents, registrations, declarations, filings, notices, approvals, authorizations authorizations, permits, notifications and permits described waivers specified in Section 4.5(b4.4(b) have been obtained and all filings and notifications described in Section 4.5(b) have been or made and any the waiting periods thereunder referred to therein have terminated expired, and any condition precedent to such consent, registration, declaration, filing, notice, approval, authorization, permit, notification or expired) waiver has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or affected, other than, in the case of clause (iii) require ii), any consent or approval undersuch violation, result in any breach of or any loss of any benefit underbreach, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give to others any right of , right, termination, vesting, amendment, acceleration acceleration, cancellation or cancellation of, Lien that would not constitute a Company Material Adverse Effect or result in the creation of a lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would notreasonably be expected, individually or in the aggregate, have a Material Adverse Effectto prevent or materially impair or delay the Company’s or any of its Subsidiary’s ability to perform or comply with its obligations under this Agreement or consummate the Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate or Parent Company Articles, the Company Bylaws or any equivalent organizational documents of any of its Subsidiaries Company Subsidiary (including Merger Subassuming the Company Shareholder Approval is obtained), (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.6(b) have been obtained and all filings and notifications described in Section 4.5(b3.6(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) except as listed in Section 3.6(a) of the Company Disclosure Letter, require any consent or approval under, result in any breach of or of, any loss of any benefit under, under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than a Permitted Lien) on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, to any Company Material Contract, permit Company Permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by each of Parent and Merger Sub does do not, and the performance by the Company of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by each of Parent and Merger Sub the Company will not, (i) (assuming the Parent Stockholder Company Shareholder Approval is obtained) obtained or not required, conflict with or violate any provision of the Parent Certificate Company Articles of Incorporation or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)the Company Bylaws, (ii) (assuming that all consents, approvals, approvals and authorizations and permits described in Section 4.5(b3.3(b) will have been obtained prior to the Effective Time and all filings and notifications described in Section 4.5(b3.3(b) will have been made and any waiting periods thereunder will have terminated or expired) expired prior to the Effective Time, conflict with or violate any material Law or Order applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected Company Subsidiary or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or Lien (other encumbrance than a Permitted Encumbrance) on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract, permit Contract to which the Company or other instrument or obligation, any Company Subsidiary is a party except, with respect to clauses (ii) and clause (iii), for any such conflictsmatters that would not have, violationsor reasonably be expected to have, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does VG do not, and the performance by VG of this Agreement by each its obligations hereunder and the consummation of Parent and the Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Articles of Incorporation or Parent Bylaws of VG or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)VG Subsidiary, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.05(b) have been obtained and all filings and notifications described in Section 4.5(b3.05(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent VG or any of its Subsidiaries VG Subsidiary or by which any property or asset of Parent VG or any of its Subsidiaries VG Subsidiary is bound or affected or (iii) require any consent or approval underexcept as set forth in Section 3.05(a) of the VG Disclosure Schedule, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with the giving of notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent VG or any of its Subsidiaries VG Subsidiary pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would notneither, individually or in the aggregate, (A) have a VG Material Adverse Effect.Effect nor (B) prevent or materially delay the

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does Purchaser do not, and the performance by Purchaser of its obligations under this Agreement by each of Parent and Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate certificate of formation, operating agreement or Parent Bylaws or any equivalent other organizational documents of any of its Subsidiaries (including Merger Sub)Purchaser, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b4.3(b) have been obtained and that all filings and notifications described in Section 4.5(b4.3(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent or any of its Subsidiaries Purchaser or by which any property or asset of Parent or any of its Subsidiaries Purchaser is bound or affected or (iii) assuming that all consents, approvals, authorizations and permits described in Section 4.3(b) have been obtained and that all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated or expired, require any consent or approval under, result in any breach of or of, any loss of any benefit under, under or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligationPurchaser, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, changes in control, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effectreasonably be expected to prevent or materially delay the performance of this Agreement by Purchaser.

No Conflict; Required Filings and Consents. (a) The execution Assuming the accuracy of the representations and warranties contained in Section 4.12 and Section 4.13, none of the execution, delivery of this Agreement by each of Parent and Merger Sub does not, and the or performance of this Agreement by each the Company or the consummation by the Company of Parent and Merger Sub will not, the Transactions will: (i) (assuming subject to obtaining the Parent Company Stockholder Approval is obtained) Approval, conflict with or violate any provision of the Parent Certificate Company Charter or Parent the Company Bylaws or any equivalent organizational or governing documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, approvals and authorizations and permits described in Section 4.5(b3.04(b) have been obtained and all filings and notifications or similar actions described in Section 4.5(b3.04(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any Company Subsidiary or any of its Subsidiaries their respective properties or by which any property or asset of Parent or any of its Subsidiaries is bound 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 change of control default under (with or default (or an event which with without notice or lapse of time time, or both would become a default) under both), or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien (other than a Permitted Lien) upon any of the respective properties or other encumbrance on any property or asset assets of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, to any Company Material Contract, permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), as contemplated by Section 2.03 or for (A) any such conflicts, violations, consents, approvalsapprovals and authorizations, breaches, losses, defaults or other occurrences the failure to obtain which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect and (B) any such conflicts, violations, breaches, losses, defaults, terminations, rights of termination, vesting, amendment, acceleration or cancellation or Liens that would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each the Company nor the consummation by the Company of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub transactions contemplated hereby will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Charter or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Bylaws, (ii) (assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referred to in Section 4.5(b4.4(b) have been obtained and all filings and notifications described in Section 4.5(b) or made, any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expired) condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or affected, (iii) require any consent or approval under, result in any breach of of, or any loss of any benefit under, constitute a change of control or default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under under, or give rise to others any right of termination, vestingacceleration, amendment, acceleration loss of rights or cancellation of, any Company Material Contract, or (iv) result in the creation or imposition of a lien any Lien (other than any Permitted Lien) upon any of the properties or other encumbrance on any property or asset assets of Parent the Company or any of its Subsidiaries pursuant toSubsidiaries, any Contractother than, permit or other instrument or obligation, except, with respect to in the case of clauses (ii), (iii) and (iiiiv), for any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachestermination, lossesacceleration, defaults cancellation or other occurrences which Lien that would notnot (x) have a Company Material Adverse Effect or (y) reasonably be expected to, individually or in the aggregate, have prevent or materially delay or impair the ability of the Company to consummate the Transactions (this clause (y), a Material Adverse “Company Impairment Effect”).

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.05 of the Disclosure Schedule, the execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance by the Company of this Agreement by each its obligations hereunder and the consummation of Parent and Merger Sub the transactions contemplated hereby will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the Articles of the Parent Certificate Incorporation or Parent Bylaws or any equivalent organizational documents of the Company or any of its Subsidiaries (including Merger Sub)subsidiaries, (ii) (assuming that all consents, approvals, orders and authorizations and permits described in Section 4.5(b2.03(b) have been obtained and all registrations, declarations, filings and notifications described in Section 4.5(b2.03(b) have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries subsidiary is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, 68 5 amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company or any of its Subsidiaries subsidiary pursuant to, any Contractnote, permit bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, exceptother than, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, that individually or in the aggregate, have a Material Adverse Effectaggregate would not prevent or materially delay the consummation of the transactions contemplated hereby or the performance by the Company of any of its obligations hereunder.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance of this Agreement by each of Parent and Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtainedA) conflict with or violate any provision of the Parent Certificate or Parent Bylaws By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), (iiB) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.5(b) have been obtained and all filings and notifications described in Section 4.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or (iiiC) except as set forth in Section 3.5(a) of the Parent Disclosure Schedule, require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or 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 Parent or any of its Subsidiaries pursuant to, any Contract, permit Parent Permit or other instrument or obligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company does not, and the performance of this Agreement by each of Parent and Merger Sub the Company will not, (iA) (assuming the Parent Company Stockholder Approval is obtained) conflict with or violate any provision of the Parent Company Certificate or Parent Bylaws Company By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Subsidiaries, (iiB) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or (iiiC) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or 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 Parent the Company or any of its Subsidiaries pursuant to, any Contract, permit Company Permit or other instrument or obligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Section 4.4.1 The execution execution, delivery and delivery performance by the Company of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, not (i) (assuming the Parent Stockholder Approval is obtained) , conflict with or violate any provision of the Parent Company Certificate or Parent Bylaws the Company By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, approvals and authorizations and permits described in Section 4.5(b) 4.4.2 will have been obtained prior to the Effective Time and all filings and notifications described in Section 4.5(b) 4.4.2 will have been made and any waiting periods thereunder will have terminated or expired) expired prior to the Effective Time, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) except as set forth in Section 4.4.1(iii) of the Company Disclosure Schedule, require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract, permit Contract to which the Company or other instrument any Company Subsidiary is a party or obligationby which any of their respective properties or assets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would notmatters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each the Company, and the consummation by the Company of Parent and Merger Sub the Transactions, including the Merger, will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the certificate of the Parent Certificate incorporation and bylaws or Parent Bylaws or any other equivalent organizational documents of the Company or any of its Subsidiaries (including Merger Sub)Subsidiaries, (ii) (assuming that all consents, approvals, authorizations and permits other actions described in Section 4.5(b4.05(b) have been obtained or taken and all filings and notifications obligations described in Section 4.5(b4.05(b) have been made or satisfied and any waiting periods or approvals thereunder will have terminated terminated, expired or expired) been obtained prior to the Effective Time, and assuming receipt of the Company Stockholder Approval, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected affected, or (iii) except as set forth in Section 4.05(a) of the Company Disclosure Schedule, violate, conflict with, require any consent or approval under, result in any breach of or any of, result in loss of any benefit under, or constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or an Encumbrance (other encumbrance than Permitted Encumbrances) on any property or asset of Parent the Company or any of its Subsidiaries pursuant to, to any Contract, permit Material Contract or other instrument or obligationCompany Permit, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each the Company and the consummation of Parent the transactions contemplated hereby by the Company do not and Merger Sub will not, not (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries Organizational Documents (including Merger Subassuming the Required Shareholder Approval), (ii) (assuming that all the consents, approvals, approvals and authorizations and permits described specified in Section 4.5(b) have been obtained received and all filings and notifications described in Section 4.5(b) the waiting periods referred to therein have been made expired or terminated, and any waiting periods thereunder have terminated condition precedent to such consent, approval, authorization or expired) waiver has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected affected, or (iii) result in any breach or violation of, or constitute a default (with or without notice or lapse of time, or both) or require any consent or approval under, result in any breach of or any the loss of any a material benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give rise to others any right of termination, vesting, amendment, acceleration or cancellation ofof any Company Material Contract, or result in the creation of a lien any Lien other than Permitted Liens, upon any of the properties or other encumbrance on any property or asset assets of Parent the Company or any of its Subsidiaries pursuant toSubsidiaries, any Contractother than, permit or other instrument or obligation, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsviolation, violationsconflict, consentsdefault, approvalstermination, breachesamendment, lossescancellation, defaults acceleration, or other occurrences which failure to obtain any such consent, approval, authorization or waiver, that would not, individually not have or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each the Company nor the consummation by the Company of Parent and Merger Sub does not, and the performance of transactions contemplated by this Agreement by each of Parent and Merger Sub will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Company Certificate of Incorporation or Parent Bylaws the Company By-Laws or any the equivalent organizational documents of any Subsidiary of its Subsidiaries (including Merger Sub), the Company or (ii) (assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referred to in Section 4.5(b4.4(b) have been obtained and all filings and notifications described in Section 4.5(b) or made, any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expired) condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property property, right or asset of Parent the Company or any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, modification, acceleration or cancellation of, or loss of any benefit under, constitute any Contract (other than any Company Benefit Plan) to which the Company or any of its Subsidiaries is a change party, or by which any of control their respective properties, rights or 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, vesting, amendment, acceleration or cancellation ofassets is bound, or result in the creation of a lien Lien (other than any Permitted Lien or other encumbrance on any property Lien created as a result of any action taken by Parent or asset Acquisition Sub), upon any of Parent the properties, rights or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Contractother than, permit or other instrument or obligation, except, with respect to in the case of clauses (ii) and (iii), for ) any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachestermination, lossesmodification, defaults acceleration, cancellation, loss of benefit or other occurrences which Lien that would not, individually or in the aggregate, not have a Company Material Adverse Effect or a Transaction Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each the Company nor the consummation by the Company of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub transactions contemplated hereby will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate certificate of incorporation, by-laws, or Parent Bylaws or any equivalent organizational other governing documents of any like effect of the Company or its Subsidiaries (including Merger Sub), in effect as of the Closing or (ii) (assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referred to in Section 4.5(b4.4(b) have been obtained and all filings and notifications described in Section 4.5(b) or made, any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expired) condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, result in any breach of of, or any loss of any benefit under, constitute a change of control or default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under under, or give rise to others any right of termination, vesting, amendment, acceleration or cancellation of, any Company Material Contract, or result in the creation of a lien 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 Parent the Company or any of its Subsidiaries pursuant toSubsidiaries, any Contractother than, permit or other instrument or obligation, except, in the case of clauses (i) (only with respect to clauses the Company’s Subsidiaries that are not material), (ii) and (iii), for any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachestermination, lossesacceleration, defaults cancellation or other occurrences which Lien that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, (iA) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate or Parent Bylaws By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), (iiB) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.5(b) have been obtained and all filings and notifications described in Section 4.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or (iiiC) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or 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 Parent or any of its Subsidiaries pursuant to, any Contract, permit Parent Permit or other instrument or obligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Section 4.5.1. The execution execution, delivery and delivery performance by the Company of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, do not (i) (assuming the Parent Stockholder Approval is obtained) , conflict with or violate any provision of the Parent Company Certificate or Parent the Company Bylaws or any equivalent similar organizational documents of any of its Subsidiaries (including Merger Sub)Company Subsidiary, (ii) (assuming that all consents, approvals, approvals or authorizations and permits described in Section 4.5(b) 4.5.2 will have been obtained prior to the Effective Time and all filings and notifications described in Section 4.5(b) 4.5.2 will have been made and any waiting periods thereunder will have terminated or expired) expired prior to the Effective Time, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) except as shown on Schedule 4.5.1 of the Company Disclosure Schedule, require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract, permit Contract to which the Company or other instrument any Company Subsidiary is a party or obligationby which any of their respective properties or assets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would notmatters that, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by each of Parent and Merger Sub does not, and the or performance of this Agreement by each the Parent Entities or the consummation by the Parent Entities of Parent and the Merger Sub or any other transaction contemplated by this Agreement will not(with or without notice or lapse of time, or both): (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate certificate of incorporation or Parent Bylaws or any equivalent organizational documents bylaws of any of its Subsidiaries (including Merger Sub)the Parent Entities, (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b4.3(b) have been obtained and all filings and notifications described in Section 4.5(b4.3(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to the Parent Entities, any of their Affiliates or any of its Subsidiaries their respective properties or by which any property or asset of Parent or any of its Subsidiaries is bound 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 change of control default under, or default (or an event which with notice or lapse of time or both would become a default) under result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien upon any of the respective properties or other encumbrance on any property or asset assets of the Parent Entities or any of its Subsidiaries their Affiliates pursuant to, any Contract, Contract or permit to which the Parent Entities or other instrument any of their Affiliates is a party or obligationby which they or any of their respective properties or assets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or defaults, other occurrences or Liens which would notnot reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.05(a) of the Disclosure Schedule, subject to the receipt of the Company Stockholder Approval, the execution and delivery of this Agreement by each any of Parent and Merger Sub does the Company Parties do not, and the performance of this Agreement by each of Parent and Merger Sub their respective obligations hereunder will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Organizational Documents, (ii) (assuming that all consents, approvals, authorizations authorizations, expirations or terminations of applicable waiting periods, and permits other actions described in subsection (b) of this Section 4.5(b) 4.05 have been obtained and all filings and notifications obligations described in subsection (b) of this Section 4.5(b) 4.05 have been made and any waiting periods thereunder have terminated or expired) made, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected bound, or (iii) require any consent or approval under, result in any violation or breach of or any loss of any benefit under, constitute a change of control (with or default (or an event which with without notice or lapse of time or both would become both) a default) under default (or give to others any right of termination, vesting, amendment, acceleration or cancellation ofor any right to purchase or sell assets or equity) under, result in the loss of any material right or benefit under, or result in the triggering of any material payments or result in the creation of a lien or Lien (other encumbrance than a Permitted Lien) on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary or pursuant to, any Contractof the terms, permit conditions or other instrument provisions of any Permit or obligationContract to which the Company or any Company Subsidiary is a party, except, with respect to clauses (ii) and (iii), for any such conflictstriggering of payments, violationsLiens, encumbrances, filings, notices, permits, authorizations, consents, approvals, violations, conflicts, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each the Company nor the consummation by the Company of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub transactions contemplated hereby will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Charter or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Company Bylaws, (ii) (assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referred to in Section 4.5(b4.4(b) have been obtained and all filings and notifications described in Section 4.5(b) or made, any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expired) condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or affected, (iii) require any consent or approval under, result in any breach of of, or any loss of any benefit under, constitute a change of control or default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under under, or give rise to others any right of termination, vestingacceleration, amendment, acceleration loss of rights or cancellation of, any Company Material Contract, or (iv) result in the creation or imposition of a lien any Lien (other than any Permitted Lien) upon any of the properties or other encumbrance on any property or asset assets of Parent the Company or any of its Subsidiaries pursuant toSubsidiaries, any Contractother than, permit or other instrument or obligation, except, with respect to in the case of clauses (ii), (iii) and (iiiiv), for any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachestermination, lossesacceleration, defaults cancellation or other occurrences which Lien that would notnot (x) have a Company Material Adverse Effect or (y) reasonably be expected to, individually or in the aggregate, have prevent or materially delay or impair the ability of the Company to consummate the transactions contemplated hereby (this clause (y), a Material Adverse “Company Impairment Effect”).

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by each of Parent and Merger Sub does not, and the or performance of this Agreement by each the Company or the consummation by the Company of Parent the Merger and Merger Sub will not, the other transactions contemplated by this Agreement will: (i) (assuming subject to obtaining the Parent Stockholder Approval is obtained) Company Shareholder Approval, conflict with or violate any provision of the Parent Certificate Company Charter or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), Company By-laws; (ii) (assuming that all consents, approvals, approvals and authorizations and permits described in Section 4.5(b3.04(b) have been obtained and all filings and notifications described in Section 4.5(b3.04(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries respective properties or by which any property or asset of Parent or any of its Subsidiaries is bound 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 change of control that results in a default or default any right of termination or consent under (with or an event which with without notice or lapse of time time, or both would become a default) under both), or result in termination or give to others any right of termination, vesting, amendment, additional or increased payment, acceleration or cancellation of, or increase in any benefits or obligations under, or result in the creation of a lien or Lien (other encumbrance on any property or asset of Parent or than a Permitted Lien) upon any of its Subsidiaries the properties or assets of the Company pursuant to, any Contract, permit Company Material Contract or other instrument or obligationany Company Permit, except, with respect to clauses “(ii) )” and “ (iii)” , for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect (the “Required Consents ”).

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, (iA) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate or Parent Bylaws By-laws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), (iiB) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.5(b) have been obtained and all filings and notifications described in Section 4.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or (iiiC) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or 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 Parent or any of its Subsidiaries pursuant to, any Contract, permit Parent Permit or other instrument or obligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each the Company and the consummation of Parent the Merger and Merger Sub the other Transactions do not and will not, not (i) (assuming that the Parent Stockholder Approval is Company Requisite Vote has been obtained) , breach, violate or conflict with the Memorandum and Articles of Association or violate any provision other Organizational Documents of the Parent Certificate Company or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)Subsidiaries, (ii) (assuming that all consents, approvals, approvals and authorizations and permits described in contemplated by clauses (i) through (iv) of Section 4.5(b3.6(b) have been obtained and all filings and notifications described in Section 4.5(b) such clauses have been made and any waiting periods thereunder have terminated or expired) the Company Requisite Vote has been obtained, conflict with with, breach or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent its or any of its Subsidiaries is their respective properties or assets are bound or affected or (iii) require any consent or approval under, result in any breach or violation of or any loss of any benefit under, constitute a change of control or default (or an event which with or without notice or lapse of time or both would become a default) under ), require a consent or result in the loss of a benefit under, or give rise to others any right of termination, vestingcancellation, amendment, amendment or acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien (except for a Permitted Lien) on any property or asset of Parent the material assets of the Company or any of its Subsidiaries pursuant to, to any Contract, permit Contract (including any Lease) or other instrument or obligationPermit, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachesloss, losses, defaults right or other occurrences occurrence 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 None of the execution and delivery of this Agreement by each the Company, the consummation by the Company of Parent and the Merger Sub does notor any other transaction contemplated by this Agreement, and or the Company’s performance of this Agreement by each of Parent and Merger Sub its obligations hereunder will not, (i) (assuming subject to obtaining the Parent Requisite Stockholder Approval is obtained) Approval, conflict with or violate any provision of the Parent Certificate Charter or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub)By-laws, (ii) (assuming that all the consents, approvalsregistrations, filings, notices, approvals and authorizations and permits described specified in Section 4.5(b4.4(b) have been obtained and all filings and notifications described in Section 4.5(b) have been or made and any the waiting periods thereunder referred to therein have terminated expired, and any condition precedent to such consent, approval, authorization, or expired) waiver has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, result in any breach of of, or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien (other than a Permitted Lien) or other encumbrance on Transfer Restrictions upon any property of the properties or asset assets of Parent the Company or any of its Subsidiaries pursuant to, any Company Material Contract, permit or other instrument or obligationthan, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsviolation, violationsbreach, consentsdefault, approvalsright of termination, breachesamendment, lossesacceleration, defaults cancellation, Lien or other occurrences which would notTransfer Restriction that has not had, individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub the Company does not, and the performance of this Agreement by each the Company and the consummation by the Company of Parent and Merger Sub the transactions contemplated by this Agreement (including the Merger) will not, not (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the Amended and Restated Certificate of the Parent Certificate Incorporation or Parent Bylaws By-Laws (or any equivalent organizational documents documents) of (A) the Company or (B) any of its Subsidiaries (including Merger Sub)subsidiaries, (ii) (assuming that all the consents, approvals, approvals and authorizations and permits described specified in Section 4.5(b) have been obtained received and all filings and notifications described in Section 4.5(b) the waiting periods referred to therein have been made expired, and any waiting periods thereunder have terminated condition precedent to such consent, approval, authorization, or expired) waiver has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries subsidiaries is bound or affected or affected, (iii) require any consent or approval under, result in any breach of of, or any loss of any benefit under, constitute a change of control or default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under under, or require any consent, waiver or approval or give rise to others any right of termination, vesting, amendment, cancellation or acceleration or cancellation ofof any material obligation under any Company Material Contract, or (iv) result (immediately, or with the passage of time or otherwise) in the creation of a lien Lien, other than any Permitted Lien, upon any of the properties, assets or other encumbrance on any property or asset rights of Parent the Company or any of its Subsidiaries pursuant tosubsidiaries, any Contractother than, permit or other instrument or obligation, except, with respect to in the case of clauses (ii), (iii) and (iiiiv), for any such conflictsviolation, violationsconflict, consentsdefault, approvalstermination, breachescancellation, losses, defaults acceleration or other occurrences which Lien that would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub does not, and the performance of this Agreement by each the Company and the consummation of Parent the Transactions do not and Merger Sub will not, not (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate the Company M&A or any provision of the Parent Certificate or Parent Bylaws or any equivalent organizational documents Organizational Documents of any of its Subsidiaries (including Merger Sub), the Company Subsidiaries; (ii) (assuming that all consents, approvals, authorizations and permits other actions described in Section 4.5(b3.5(b) have been obtained or taken, the Company Requisite Shareholder Vote has been obtained and all filings and notifications obligations described in Section 4.5(b3.5(b) have been made and any waiting periods thereunder have terminated or expired) satisfied, conflict with or violate any Law law or Order applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property of their respective properties or asset of Parent or any of its Subsidiaries is assets are bound or affected affected; or (iii) require any consent or approval under, result in any breach of or any loss of any benefit underviolation of, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or result in the loss of a benefit under, or give rise to others any right of termination, vestingcancellation, amendment, amendment or acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant tonote, any Contractbond, permit mortgage, indenture, contract, agreement, lease or other instrument or obligationobligation (each, a “Contract”) to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective properties or assets are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachesloss or right of termination, lossescancellation, defaults amendment or other occurrences which acceleration that would not, individually or in the aggregate, aggregate have a Material Adverse EffectEffect or prevent or materially delay the ability of the Company to consummate the Transactions in accordance with this Agreement, the Equity Transfer Agreements and the Termination Agreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.2 or Section 4.3(a) of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement by each of Parent Agreement, and Merger Sub the Other Transaction Documents to which it is a party, does not, not and the performance of this Agreement by each of Parent and Merger Sub the Company will not, not (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Articles or Parent the Company Bylaws or any equivalent organizational documents the Articles of any Incorporation or the Bylaws of its Subsidiaries (including Merger Sub)the Bank, (ii) conflict with, or breach or violate any Applicable Law or Company Material Contracts (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b4.3(b) of the Company Disclosure Schedules have been obtained and all filings and notifications described in Section 4.5(b4.3(b) have been made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any material benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance Lien on any property or asset of Parent the Company or the Bank or on the Purchased Shares pursuant to any contract or other agreement to which the Company or the Bank is a party or to which the Company or the Bank or any of its Subsidiaries pursuant totheir respective assets are subject, or any Contract, permit or other instrument or obligationthe Company Permit, except, with respect to in the case of clauses (ii) and (iii) above in this Section 4.3(a), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or failures to obtain any consents or approvals or other occurrences which that would not, individually or in the aggregate, have a Material Adverse EffectEffect with respect to the Company.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by each the Company nor the consummation by the Company of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub transactions contemplated hereby will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Certificate Company Charter or Parent Company Bylaws or any equivalent of the organizational documents of any the Subsidiaries of its Subsidiaries (including Merger Sub)the Company, (ii) (assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and permits described notices referred to in Section 4.5(b3.4(b) have been obtained and all filings and notifications described in Section 4.5(b) or made, any applicable waiting periods referred to therein have been made expired and any waiting periods thereunder have terminated or expired) condition precedent to any such Consent has been satisfied, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected or affected, (iii) require any consent assuming that the Consents, registrations, declarations, filings and notices referred to in Section 3.4(b) have been obtained or approval undermade, result in the creation or imposition of any breach Lien (other than any Permitted Lien) upon any of the material assets or properties of the Company or any loss of any benefit under, constitute a change of control its Subsidiaries or default (or an event which with notice or lapse of time or both would become a default) under result in or give to others any rights of cancellation, modification, amendment, acceleration, revocation or suspension of any of the Company Permits, or (iv) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, vesting, amendment, acceleration or cancellation of, any Company Material Contract or result Company Permit, other than, in the creation case of a lien or other encumbrance on any property or asset of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation, except, with respect to clauses (ii), (iii) and (iiiiv), for any such conflictsconflict, violationsviolation, consentsbreach, approvalsdefault, breachestermination, losses, defaults acceleration or other occurrences which cancellation that would not, individually or in the aggregate, not have a Company Material Adverse Effect. None of the Notes COC Consent Solicitations or the Credit Agreement Consent Solicitation will violate or conflict in any material respect with the Company Indentures or the Existing ABL Credit Agreement, as applicable.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance of this Agreement by each the Company, and the consummation of Parent and Merger Sub the Transactions including the Merger, will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision the memorandum and articles of the Parent Certificate association or Parent Bylaws or any other equivalent organizational documents of the Company or any of its Subsidiaries (including Merger Sub)Subsidiaries, (ii) (assuming that all consents, approvals, authorizations and permits other actions described in Section 4.5(b4.05(b) have been obtained or taken and all filings and notifications obligations described in Section 4.5(b4.05(b) have been made or satisfied, and any waiting periods thereunder have terminated or expired) assuming receipt of the Company Shareholder Approval, conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries or by which any property or asset of Parent the Company or any of its Subsidiaries is bound or affected affected, or (iii) violate, conflict with, require any consent or approval under, result in any breach of or any of, result in loss of any benefit under, or constitute a change of control or default (or an event which which, with notice or lapse of time or both both, would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien or an Encumbrance (other encumbrance than Permitted Encumbrances) on any property or asset of Parent the Company or any of its Subsidiaries pursuant to, to any Contract, permit Material Contract or other instrument or obligationCompany Permit, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does the Company do not, and the performance by the Company of this Agreement by each of Parent and Merger Sub its obligations hereunder will not, (i) (assuming the Parent Stockholder Approval is obtained) conflict with or violate any provision of the Parent Company Certificate of Incorporation or Parent Company Bylaws or any equivalent organizational documents of any of its Subsidiaries Company Subsidiary (including Merger Subassuming the Company Stockholder Approval is obtained), (ii) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b3.4(b) have been obtained and all filings and notifications described in Section 4.5(b3.4(b) have been made and any waiting periods thereunder have terminated or expired) , conflict with or violate any Law applicable to Parent the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (iii) except for the Apollo Consent, require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a lien Lien or other encumbrance on any property or asset of Parent the Company or any of its Subsidiaries Company Subsidiary pursuant to, any Contract, permit Company Permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse EffectEffect on the Company or (y) prevent or materially delay the performance of this Agreement by the Company or the ability of the Company to take any action necessary to consummate the Merger.