Common use of No Conflict Clause in Contracts

No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or thereby.

No Conflict. The execution, execution and delivery and performance by the Company of this Agreement does not, the execution and delivery by the Ancillary Agreements Company of any instrument required hereby to which it is a party do be executed and delivered at the Closing will not, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will not, and compliance by the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance Company with the any provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default not (with or without notice or lapse of time, or both): (i) conflict with or violate the Company Charter, the Company Bylaws or any Subsidiaries Governance Documents; (ii) conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties is bound or affected; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) or impair the Company’s or any of its Subsidiaries’ rights or alter their respective obligations or alter the rights or obligations of any third party under, or give rise to a right any third party any rights of termination, amendment, payment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon a Lien on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries under pursuant to any Material Contract; (other than iv) except with respect to any such Encumbrance created because Material Contract and except as would not reasonably be expected to have a Company Material Adverse Effect, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) or impair the Company’s or any of its Subsidiaries’ rights or alter their respective obligations or alter the rights or obligations of any action taken by Parent third party under, or Merger Sub)give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws properties or assets (including intangible assets) of the Company or the comparable organizational documents of any of its Subsidiaries pursuant to any Contract, permit, franchise or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its their properties is bound or their respective assetsaffected, or (v) other thanthan rights to acquire Company Common Stock pursuant to Company Stock Options under the Company Equity Plans or the ESPPs, give rise to or result in any Person having, or having the case of this clause (ii)right to exercise, any such conflicts, violations, defaults, preemptive rights, lossesrights of first refusal, amendments rights to acquire or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or similar rights with respect to any capital stock of the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party their respective assets or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyproperties.

No Conflict. The executionSubject to the provision of notices and receipt of the consents, approvals, authorizations and other requirements set forth in Section 4.5 and except as set forth on Section 4.4 of the Company Disclosure Letter, the execution and delivery by each of Inpixon and performance by the Company of this Agreement and the Ancillary Agreements documents to which it each of Inpixon and the Company is a party do not, contemplated hereby and the consummation of the Merger and the other transactions contemplated hereby and thereby do not and compliance will not (a) violate or conflict with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict withany provision of, or result in any violation the breach of, or default under the Governing Documents of Inpixon, the Company, or any of the Company Subsidiaries, (b) violate or conflict with any provision of, or result in the breach of, or default under any Law, Permit or Governmental Order applicable to Inpixon, the Company, or any of the Company Subsidiaries, (c) violate or conflict with any provision of, or result in the breach of, result in the loss of any right (including any incremental loss of rights) or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to a any right of termination, cancellation or acceleration acceleration) under any Real Property Lease or Contract of any obligation or the type described in Section 4.12(a) to which Inpixon, the loss of a benefit underCompany, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or JudgmentInpixon, in each case applicable to the Company or any of its the Company Subsidiaries may be bound, or its terminate or their respective assetsresult in the termination of any such foregoing Contract or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Inpixon, other thanthe Company, or any of the Company Subsidiaries, including, without limitation, any Leased Real Property, except, in the case of this clause clauses (iib) through (d), any such conflictsto the extent that the occurrence of the foregoing would not (i) have, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the ability of Inpixon and the Company Material Adverse Effect or (y) would not materially impair the Company’s ability to enter into and perform its their obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to (ii) be obtained or made by or with respect material to the Company or any of its Subsidiaries in connection with the executionBusiness Entities, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is taken as a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebywhole.

No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements Subject to which it is a party do not, and the consummation compliance with any Governmental Licenses described in Section 3.6 of the Merger Parent Disclosure Schedule and obtaining the other transactions contemplated hereby consents and thereby waivers that are set forth and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result described in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any Section 3.7 of the assets of Parent Disclosure Schedule (the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub"Private Consents"), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with neither the execution, delivery and performance of this Agreement by Parent or Merger Sub, nor the Company consummation by Parent or Merger Sub of the transactions contemplated hereby, will (i) conflict with, or result in a breach or violation of, any provision of the certificate of incorporation (or similar organizational document) or by-laws of Parent or any of its Subsidiaries; (ii) conflict with, result in a breach or violation of, give rise to a default, or result in the Ancillary Agreements acceleration of performance, or permit the acceleration or performance, under (whether or not after the giving of notice or lapse of time or both) any Encumbrance, note, bond, indenture, guaranty, lease, license, agreement or other instrument, writ, injunction, order, judgment or decree to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company Parent or any of its Subsidiaries or any of their respective properties or assets is qualified subject; (iii) give rise to do businessa declaration or imposition of any Encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries; or (iv) impair Parent's business or adversely affect any Governmental License necessary to enable Parent and its Subsidiaries to carry on their business as presently conducted, except, in the cases of clauses (ii), (IViii) or (iv), for any filings required under the rules and regulations of the NASDAQ Global Marketconflict, and (V) such Permitsbreach, orders violation, default, acceleration, declaration, imposition or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and impairment that would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The execution, Neither the execution and delivery and performance by the Company Lyondell of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation by Lyondell of the Merger and will: (a) (i) subject to the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements approvals referred to which it is a party will notin Section 6.20, conflict with, with or result in any a breach or violation of, or default under any provisions of its certificate of incorporation or bylaws, (ii) conflict or result in a breach or violation of, or a default under, the certificate of incorporation or bylaws or comparable governing instruments of any of its Subsidiaries, (iii) violate, or conflict with or without result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties of Lyondell or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of or the creation of any Encumbrance upon without further binding effect, any of the assets terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of the Company trust, license, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Lyondell or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken is a party, or by Parent which Lyondell or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or any of their properties is bound or affected or (iiiv) subject to the filings and other matters referred to in Section 6.7(c), contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Lyondell or any of its Subsidiaries, except for such matters described in clause (ii) or (iii) as do not and are not reasonably likely to have, individually or in the immediately following sentenceaggregate, a Lyondell Material Adverse Effect; (Ab) result in any “change of control” or similar event or circumstance under (i) the terms of any Lyondell Material Contract or (ii) any Contract to contract or plan under which the Company any employees, officers or directors of Lyondell or any of its Subsidiaries is a party are entitled to payments or by which any of its or their respective assets are bound or (B) any Law or Judgmentbenefits, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other thanwhich, in the case of this either clause (i) or (ii), any gives rise to rights or benefits not otherwise available absent such conflictschange of control or similar event and requires either a cash payment or an accounting charge in accordance with U.S. generally accepted accounting principles, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (yiii) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No any Lyondell Permit; or (c) require any consent, order approval or authorization of, or registration, declaration filing or filing registration with, or notice to, any Governmental Entity is required to be obtained Entity, other than the filings or made by or with respect to the Company or any of its Subsidiaries notices (i) specifically referenced in connection with the executionSection 1.1, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (Iii) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, or (iii) under applicable state securities Laws or and “blue skyBlue Sky” laws as may be required in connection with this Agreementor applicable non-U.S. competition, antitrust or premerger notification laws ((i), (ii) and (iii) collectively, the Ancillary Agreements and the transactions contemplated hereby and thereby“Lyondell Regulatory Filings”), (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company except for any consent, approval or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices authorization the failure of which to be obtained obtain and for any filing or made (x) has registration the failure of which to make does not and would is not reasonably be expected likely to have a Company Lyondell Material Adverse Effect or (y) would not materially substantially impair or delay the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate consummation of the transactions contemplated hereby or therebyhereby.

No Conflict. The execution, Neither the execution and delivery and performance by the Company Millennium of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation by Millennium of the Merger and the other transactions contemplated hereby and thereby and compliance in accordance with the provisions terms of this Agreement and will: (a) (i) subject to the Ancillary Agreements approvals referred to which it is in Section 5.20, conflict with or result in a party will notbreach or violation of, or default under any provisions of its certificate of incorporation or bylaws, (ii) conflict with or result in a breach or violation of, or a default under, the certificate of incorporation or bylaws or comparable governing instruments of any of its Subsidiaries, (iii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties of Millennium or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of or the creation of any Encumbrance upon without further binding effect, any of the assets terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of the Company trust, license, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Millennium or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken is a party, or by Parent which Millennium or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or any of its or their properties is bound or affected or (iiiv) subject to the filings and other matters referred to in Section 5.7(c), contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Millennium or any of its Subsidiaries, except for such matters described in clause (ii) or (iii) as do not and are not reasonably likely to have, individually or in the immediately following sentenceaggregate, a Millennium Material Adverse Effect; (Ab) result in any “change of control” or similar event or circumstance under (i) the terms of any Millennium Material Contract to or under any contract or plan under which the Company any employees, officers or directors of Millennium or any of its Subsidiaries is a party are entitled to payments or by benefits, which any gives rise to rights or benefits not otherwise available absent such change of its control or their respective assets are bound similar event or (Bii) any Law or JudgmentMillennium Permit; or (c) require any consent, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order approval or authorization of, or registration, declaration filing or filing registration with, any governmental or notice toregulatory authority, any court, agency, commission, body or other governmental entity (“Governmental Entity is required to be obtained Entity”), other than the filings or made by notices (i) specifically referenced in Section 1.1, (ii) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”) or with respect to (iii) under applicable state securities and “Blue Sky” laws or applicable non-U.S. competition, antitrust or premerger notification laws ((i), (ii) and (iii) collectively, the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party“Millennium Regulatory Filings”), except for (I) the filing of a premerger notification and report form by the Company and the termination any consent, approval or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices authorization the failure of which to be obtained obtain and for any filing or made (x) has registration the failure of which to make does not and would is not reasonably be expected likely to have a Company Millennium Material Adverse Effect or (y) would not materially substantially impair or delay the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate consummation of the transactions contemplated hereby or therebyhereby.

No Conflict. The executionExcept for any matters arising from the failure to obtain the consents, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings approvals and other matters referred to authorizations described in the immediately following sentenceSection 5.5 hereof, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation Transaction Documents by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company Seller and the termination or expiration consummation of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebythereby will not (a) violate, conflict with, or result in any breach of, any provision of Seller’s operating agreement (or equivalent documents); or (b) violate, conflict with, result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any Contract or Judgment to which Seller is a party or by which it is bound or which relates to the Products, the Assets or the Business; or (c) result in the creation of any Encumbrance on any of the Assets (other than the Permitted Encumbrances); or (d) to the Best Knowledge of Seller, violate any applicable law, statute, rule, ordinance or regulation of any Governmental Body; or (e) to the Best Knowledge of Seller, violate or result in the suspension, revocation, modification, invalidity or limitation of any Permits relating to the Products, the Assets or the Business; or (f) give any party with rights under any Contract, Judgment or other restriction to which Seller is a party or by which it is bound or which relates to the Products, the Assets or the Business, the right to terminate, modify or accelerate any rights, obligations or performance under such Contract, Judgment or restriction (except as to an applicable Permitted Encumbrance); or (g) violate, conflict with, result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any Contract of or Judgment applicable to Seller or ▇▇▇▇▇▇ containing any noncompetition, nonsolicitation, no-shop, standstill or similar provisions.

No Conflict. The executionProvided that all consents, approvals, authorizations and other actions described in Section 5.05 have been obtained or taken, and subject to the Acquiror obtaining any stockholder approval required pursuant to the NYSE’s shareholder approval requirements for the issuance of the Acquiror Stock upon conversion of the Acquiror Interim Preferred Stock, the execution and delivery and performance by the Company Acquiror or the applicable Affiliate of this Agreement and the Ancillary Acquiror (as applicable) of Transaction Agreements to which it is a party do notparty, the issuance of the Common Stock Consideration, the Acquiror Interim Preferred Stock and the consummation Equity Units (including their Component Securities), the issuance of the Merger and shares of Acquiror Stock upon conversion of the other transactions contemplated hereby and thereby and compliance with Acquiror Interim Preferred Stock, the provisions performance by the Acquiror or the applicable Affiliate of this Agreement and the Ancillary Acquiror (as applicable) of its obligations under each of the Transaction Agreements to which it is a party, and the consummation by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of the transactions contemplated by each of the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party do not and will not, conflict with, directly or result in any violation of, or default indirectly (with or without the giving of notice or lapse of time, or both) (a) violate or conflict with, or result in a breach of, the organizational documents of the Acquiror or the applicable Affiliate of the Acquiror (as applicable), (b) conflict with or violate in any material respect any Law or Governmental Order applicable to the Acquiror or the applicable Affiliate of the Acquiror (as applicable) or by which any of them or any of their respective properties, assets or businesses is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, require any consent under, or give rise to a right any Person any rights of termination, acceleration or cancellation of, or acceleration of any obligation or to the result in a loss of a benefit rights under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than Acquiror Permitted Liens) on any of the assets or properties of the Company Acquiror or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)Affiliates pursuant to, any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company Acquiror or any of its Subsidiaries Affiliates is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company them or any of its Subsidiaries or its or their respective assetsproperties, other thanassets or businesses is bound or subject, except, in the case of this clause (ii)c) of this Section 5.04, for any such conflicts, violations, breaches, defaults, rightsconsents, lossesterminations, amendments accelerations, cancellations, losses of rights or Encumbrances that (x) have not had and creations that, individually or in the aggregate, would not reasonably be expected to have a Company an Acquiror Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. (a) The execution, execution and delivery and performance by the Company of this Agreement Agreement, the execution and delivery by the Ancillary Agreements Company of each of the other Transaction Documents to which it is or will be a party do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon lien or encumbrance pursuant to (i) any provision of the assets certificate of incorporation or bylaws or comparable organizational documents of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)subsidiaries, any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and any loan or credit agreement, note, mortgage, indenture, lease or other matters referred to in the immediately following sentenceagreement, (A) any Contract obligation or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of its or their respective properties or assets are bound may be bound, or (Biii) any Law law, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Judgment, in each case regulation applicable to the Company or any of its Subsidiaries or its subsidiaries or their respective properties or assets, other than, except in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) which would not materially impair the Company’s ability to perform fulfill its obligations under this Agreement the Transaction Documents or have a material effect on the Ancillary Agreements to which it is business or operations of the Company and its subsidiaries, taken as a party or consummate the transactions contemplated hereby or thereby. whole. (b) No Permitconsent, approval, order or authorization of, notice to, or registration, declaration or filing withwith any court, administrative agency or notice tocommission or other governmental authority or instrumentality, domestic or foreign, including any Governmental Entity industry self-regulatory organization (a “governmental authority”) is required to be obtained or made by or with respect to the Company or any of its Subsidiaries subsidiaries in connection with the execution, execution and delivery and performance by the Company of this Agreement by the Company or any of the Ancillary Agreements to which it is a party Transaction Documents or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing except for notice of listing of the Certificate Shares on the Nasdaq Capital Market (“Nasdaq”) and any required notices of Merger sale of securities filed with the Secretary of State of the State of Delaware applicable Federal and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebystate securities agencies.

No Conflict. The Except as set forth in Section 4.02 of the Seller Disclosure Schedule and, in the case of clauses (b) and (c) below, except as may result from any facts or circumstances solely relating to Buyer or its Affiliates (as opposed to any other third party), the execution, delivery and performance by Seller of, and the Company consummation by Seller of the Transactions, this Agreement and the Ancillary Agreements to which it Seller is or will be a party do notnot (a) violate, conflict with or require a Consent under the organizational documents of Seller or any of the Acquired Companies, (b) violate or conflict with any Law, Permit or other Governmental Order applicable to Seller or any of the Acquired Companies or by which any of them or any of their respective properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, result in the loss of any right, entitlement or obligation in, or give to any Person any entitlement or right under, including rights of termination, acceleration or cancellation of, or result in the loss of any right or benefit to which Seller, any Acquired Company is entitled under, or result in the creation of any Lien (other than a Permitted Lien) on any of the assets or properties of Seller or any of the Acquired Companies pursuant to, any Contract to which Seller or any of the Acquired Companies or any of their properties or assets are bound, other than, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights or Liens that, individually or in the aggregate, do not have, and the consummation would not reasonably be expected to have, (i) a material impairment or delay of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions ability of Seller to perform its material obligations under this Agreement and the Ancillary Agreements to which it Seller is or will be a party will notparty, conflict withtaken as a whole, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any including consummation of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended Transactions and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries thereby or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The (a) Neither the execution, delivery and performance by the Company Parent, Delaware Sub and Merger Sub of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation by any of them of the Merger and the other transactions contemplated hereby and thereby and compliance in accordance with the terms hereof will (i) subject to the approval referred to in Section 4.20, conflict with or result in a breach of any provisions of this the Articles of Association of Parent or the Certificate of Incorporation and Bylaws of Delaware Sub or the Certificate of Formation or Limited Liability Company Agreement and of Merger Sub or the Ancillary Agreements to which it is a party will notcertificate of incorporation, bylaws or similar governing documents of any of Parent’s Significant Subsidiaries, (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties of Parent or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of the Company otherwise result in a detriment to Parent or any of its Subsidiaries under (any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or other than any such Encumbrance created because of any action taken by instrument or obligation to which Parent or Merger Sub)any of its Subsidiaries is a party, any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of by which Parent or any of its Subsidiaries or any of their properties is bound or affected or (iiiii) subject to the filings and other matters referred to in the immediately following sentenceSection 4.6(b), (A) contravene or conflict with or constitute a violation of any Contract provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to which the Company Parent or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or JudgmentSubsidiaries, except for such matters described in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments ) or Encumbrances that (xiii) have as do not had and would are not reasonably be expected likely to have have, individually or in the aggregate, a Company Parent Material Adverse Effect or Effect. (yb) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with Neither the execution, delivery and performance by Parent, Delaware Sub or Merger Sub of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or nor the consummation by the Company any of them of the Merger or the other transactions contemplated by this Agreement hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any Governmental Entity, other than the Ancillary Agreements to which it is a party, except for (I) Regulatory Filings and the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing listing application with the SEC of (x) the Joint Proxy Statement and (y) such reports NYSE pursuant to Section 5.8, except for any consent, approval or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices authorization the failure of which to be obtained obtain and for any filing or made (x) has registration the failure of which to make, individually or in the aggregate, does not and would is not reasonably be expected likely to have a Company Parent Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. (a) The execution, execution and delivery and performance of this Agreement by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions performance of this Agreement and by the Ancillary Agreements to which it is a party Company will not: (i) conflict with or violate any provision of any Company Charter Document or any equivalent organizational documents of any Company Subsidiary; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) of the Company Disclosure Letter have been obtained and all filings and obligations described in Section 3.5(b) of the Company Disclosure Letter have been made, conflict withwith or violate any foreign or domestic law, statute, ordinance, rule, regulation, order, judgment or decree ("LAW") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is or may be bound or affected; or (iii) except as set forth in Section 3.5(b) of the Company Disclosure Letter, result in any violation of, breach of or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of a Lien on any Encumbrance upon any of the assets property or asset of the Company or any of its Subsidiaries Company Subsidiary under any note, bond, mortgage, indenture, contract, agreement, commitment, lease, license, permit, franchise or other instrument or obligation (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)collectively, any provision of (i"CONTRACTS") the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of its them or their respective assets are or properties is or may be bound or (B) any Law affected, except for such breaches, defaults or Judgmentother occurrences which, in each case applicable to the Company individually or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii)aggregate, any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had resulted and would could not reasonably be expected to have result in a Company Material Adverse Effect or (y) would not materially impair on the Company’s ability to perform its obligations under this Agreement or . (b) Section 3.5(b) of the Ancillary Agreements Company Disclosure Letter sets forth a correct and complete list of all Contracts to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Company Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is are a party or the by which they or their assets or properties is or may be bound or affected under which consents or waivers are or may be required prior to consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Actcollectively, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or thereby"COMPANY REQUIRED CONSENTS").

No Conflict. The execution, delivery and performance by (a) Except as set forth in Section 3.5(a) of the Company Disclosure Letter, the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party do Stockholders Agreement by the Company and each of the Major Stockholders and the Representative does not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions performance of this Agreement by the Company, the Major Stockholders and the Ancillary Agreements to which it is a party Representative will not: (i) conflict with or violate any provision of the Company’s or its Subsidiaries’ certificate of incorporation or by-laws or other equivalent organizational documents; (ii) assuming the receipt of the Requisite Company Vote and that all consents, approvals, authorizations and other actions described in Section 3.6 have been obtained and all filings and obligations described in Section 3.6 have been made, (i) conflict with or violate any Delaware or U.S. federal law or (ii) to the Knowledge of the Company, conflict with, with or violate any other domestic or foreign Law applicable to the Company and its Subsidiaries or by which any property or asset of the Company and its Subsidiaries is bound; or (iii) result in any violation of, breach of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of a Lien on any Encumbrance upon any of the assets property or asset of the Company or under any of note, bond, mortgage, indenture, contract, agreement, commitment, lease, license, permit, franchise or other instrument or obligation (collectively, “Contracts”) to which the Company or its Subsidiaries under is a party or by which the Company or its Subsidiaries’ assets or properties is bound. (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (ib) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws Section 3.5(b) of the Company or the comparable organizational documents Disclosure Letter sets forth a list, correct and complete in all material respects, of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract Contracts to which the Company or any of its Subsidiaries is a party or by which any of it or its assets or their respective assets properties are bound under which consents or (B) any Law or Judgment, in each case applicable waivers are required prior to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any consummation of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or thereby.

No Conflict. The execution, execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby hereby, will not (i) conflict with or violate any provision of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the approval and thereby and compliance with the provisions adoption of this Agreement and the Ancillary Agreements to which it is a party will notapproval of the Merger by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(c), conflict with, with or result violate in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of material respect any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case material Legal Requirement applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries or any of their respective properties or assets (whether tangible or intangible) is qualified to do businessbound or affected, or (IViii) result in any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations material breach of or registrationsconstitute a material default (or an event that with notice or lapse of time or both would become a material default) under, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability rights or alter the rights or obligations of any third party under, or give to perform others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its obligations Subsidiaries pursuant to, any Company Material Contract. Section 2.3(b) of the Company Disclosure Letter also lists any additional consents, waivers and approvals under this Agreement any of the Company’s or any of its Subsidiary’s Contracts required to be obtained in connection with the Ancillary Agreements or consummate consummation of the transactions contemplated hereby hereby, which, if individually or therebyin the aggregate not obtained, would reasonably be expected to result in a Material Adverse Effect on the Company.

No Conflict. The Neither the execution, delivery and performance by the Company of this Agreement and or the Ancillary Agreements to which it is a party do notPlan of Arrangement by Telepanel, and nor the consummation of the Merger and the other transactions contemplated hereby and or thereby and by Telepanel, nor compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, hereof or thereof by Telepanel will: (i) result in any breach or violation ofof the articles of incorporation or bylaws of Telepanel or the comparable governing instruments of any of the Telepanel Subsidiaries or, subject to compliance with the regulatory requirements specified under Section 2.3(c) hereof, any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any Governmental Entity (as hereinafter defined) binding upon Telepanel or any of the Telepanel Subsidiaries; (ii) except as disclosed in Section 2.3(b) of the Telepanel Disclosure Letter, result in any breach or violation of or cause a default (with or without notice or lapse of time, or both) ), or require any consent or approval, under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or to the loss of a any benefit under, or result in the amendment creation of any term lien, security interest, charge or encumbrance upon, or right of first refusal or other option to purchase or acquire, any of the properties or assets of Telepanel or any of the Telepanel Subsidiaries under, any term, condition or provision of any loan or the creation of any Encumbrance upon credit agreement, note, bond, mortgage, indenture, lease or other contract or agreement applicable to Telepanel or any of the assets of the Company Telepanel Subsidiaries or any of its Subsidiaries under (their respective properties or assets, other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflictsbreaches, violations, rights, defaults, rights, losses, amendments liens, security interests, charges or Encumbrances that (x) have not had and encumbrances or rights of first refusal or options which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on Telepanel; or (yiii) would not materially impair except for the Company’s ability to perform its obligations requirement under this Agreement or the Ancillary Agreements to which it is a party or consummate CBCA that the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to Arrangement be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement approved by the Company holders of at least two-thirds (or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the such other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws proportion as may be required set out in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (IIIInterim Order) the filing of the Certificate of Merger outstanding Telepanel Common Shares who are permitted to, and who do, vote in accordance with the Secretary of State CBCA at the Telepanel Shareholders Meeting, require any vote of the State holders of Delaware issued and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyoutstanding Telepanel Common Shares.

No Conflict. The (a) Except as may result from any facts or circumstances relating solely to Seller, the execution, delivery and performance by the Company Purchaser of this Agreement does not and will not (i) violate, conflict with or result in the Ancillary Agreements to which it is a party do not, and the consummation breach of any provision of the Merger and the other transactions contemplated hereby and thereby and compliance certificate of incorporation or bylaws of Purchaser, (i) conflict with the provisions of this Agreement and the Ancillary Agreements or violate any law or governmental order applicable to which it is a party will not, Purchaser or (iii) conflict with, or result in any violation breach of, or constitute a default (or event which with or without the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give rise to a right others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or acceleration indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Purchaser is a party, which would adversely affect the ability of any obligation or Purchaser to the loss of a benefit carry out its obligations under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby by, this Agreement. (b) Except as may result from any facts or thereby. No Permitcircumstances relating solely to Seller, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by TheMaven of this Agreement by does not and will not (i) violate, conflict with or result in the Company or breach of any provision of the Ancillary Agreements certificate of incorporation or bylaws of TheMaven, (ii) conflict with or violate any law or governmental order applicable to TheMaven or (iii) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it TheMaven is a party, except for (I) which would adversely affect the filing ability of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of TheMaven to carry out its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Marketobligations under, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyby, this Agreement.

No Conflict. The execution and delivery by each of the Company and CCI of the Agreement, the Indenture and the Notes (collectively, the "Transaction Documents"), to which it is a party, and the compliance by each of the Company and CCI with the terms of the Transaction Documents to which it is a party do not and will not (a) violate the articles of incorporation or bylaws of the Company or CCI, (b) result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or CCI is a party or by which any of their respective properties or assets are bound, and which is included as an exhibit to the Registration Statement (a "Material Agreement"), with such exceptions as would not have a Material Adverse Effect or CCI Material Adverse Effect, respectively, (c) violate any law, rule or regulation which is applicable to the Company or CCI, or (d) violate any of the Company's or CCI's existing obligations under any judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over the Company or CCI or any of their respective properties or assets and naming the Company or CCI, which, to our actual knowledge, is binding on the Company or CCI or their respective properties or assets; and no consent, approval, authorization, order, registration or qualification of or with any such governmental instrumentality or court is required for the valid authorization, execution, delivery and performance by the Company or CCI of this Agreement the Transaction Documents to which they are a party and the Ancillary Agreements to which it is a party do not, issuance of the Excess Shares and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a partyExcess Subordinated Debt, except for (I) the filing of a premerger notification and report form by the Company and the termination such consents, approvals, authorizations, registrations or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws qualifications as may be required in connection with this Agreement, under state securities or "blue sky" laws or the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing bylaws or rules of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyNASD.

No Conflict. The Transferor Parties’ and the Company’s negotiation, execution, delivery and performance by of the Company of this Agreement and the Ancillary Agreements to which it is a party do notTransaction Documents, and the consummation of the Merger and the other transactions contemplated hereby and thereby Contemplated Transactions and compliance with any of the provisions of this Agreement and the Ancillary Agreements thereof will not (a) assuming that all Required Consents have been obtained, violate any Law to which it Transferor Parties, the Interests, the Company or the Company’s assets may be subject, (b) conflict with or result in a breach of any provision of the organizational documents of the Company or Transferor, (c) other than as provided on Schedule 4.3, require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any Governmental Authority that is required by Law or the regulations of any Governmental Authority, (d) violate any Order to which Transferor Parties, the Company or the Interests may be subject, (e) contravene, conflict with or result in a party will notviolation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any License that is held by and that is material to the Company or that otherwise relates and is material to the Company’s Business, the Interests or any of the Company’s assets, (f) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of time, time or bothboth would constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment termination or in a right of any term termination or provision of cancellation of, or accelerate the performance required by, or result in the creation of any Encumbrance Lien upon the Interests or result in being declared void, voidable, without further binding effect, or subject to amendment or modification any of the assets terms, conditions or provisions of, any Contract, license, franchise, permit, or other instrument or commitment or obligation to which any of Transferor Parties or the Company may be bound or affected, (g) cause Acquiror or the Company to become subject to, or to become liable for the payment of, any Tax, (h) cause any of the Company Company’s assets to be reassessed or revalued by any of its Subsidiaries under (taxing authority or other than any such Encumbrance created because of any action taken by Parent or Merger Sub)Governmental Authority, any provision of (i) violate or cause a breach under the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries Rules or (iij) subject give rise to the filings and other matters referred any Liabilities related to in the immediately following sentenceany portability premium, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the early termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports fee or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or amount payable to any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyProcessor.

No Conflict. The None of the execution, delivery and or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the exercise of the Top-Up Option, the consummation by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and or any other transaction contemplated by this Agreement, or the other transactions contemplated hereby and thereby and Company’s compliance with any of the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both): (a) subject to obtaining the Company Stockholder Approval, if required, conflict with or violate any provision of the Company Charter or Company Bylaws or any equivalent organizational or governing documents of any Company Subsidiary, (b) assuming that all consents, approvals, authorizations and permits described in Section 3.3 have been obtained and all filings and notifications described in Section 3.5 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Company or any Company Subsidiary or any of their respective properties or assets or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or give rise to constitute a right change of termination, cancellation control or acceleration of any obligation or to the loss of a benefit default under, or result in the amendment termination or give to others any right of any term termination, vesting, amendment, acceleration or provision of cancellation of, or result in the creation of any Encumbrance a Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)Company Subsidiary pursuant to, any provision of (i) the Amended and Restated Certificate of Incorporation of the CompanyContract, the Amended and Restated By-Laws of the Company Permit or the comparable organizational documents of any of its Subsidiaries other instrument or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract obligation to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company they or any of its Subsidiaries or its or their respective assetsproperties or assets may be bound or affected, other thanexcept, in the case of this clause with respect to clauses (iib) and (c), for any such conflicts, violations, defaultsconsents, rightsbreaches, losses, amendments changes of control, defaults, other occurrences or Encumbrances that (x) Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. (a) The execution, delivery and performance by the Company Schlumberger US and Merger Sub of this Agreement and the Ancillary Agreements to which it is a party do does not, and the consummation by Schlumberger US and Merger Sub of the Merger and the other transactions contemplated hereby and thereby and compliance by this Agreement in accordance with the provisions of this Agreement and the Ancillary Agreements to which it is a party terms hereof will not, (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Schlumberger US or the certificate of formation or limited liability company agreement of Merger Sub, (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the suspension, termination or cancellation, or in a right of suspension, termination or cancellation of, or give rise to a right of terminationpurchase or a right of additional payment under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties or to the loss assets of a benefit Schlumberger US or any of its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of the Company otherwise result in a detriment to Schlumberger US or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)under, any provision of (i) the Amended and Restated Certificate of Incorporation of the Companyterms, the Amended and Restated By-Laws conditions or provisions of, any loan or credit agreement, note, bond, mortgage, indenture, deed of the Company trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or the comparable organizational documents other instrument or obligation to which Schlumberger US or any of its Subsidiaries is a party, or by which Schlumberger US or any of its Subsidiaries or any of their properties or assets is bound or affected, or (iiiii) subject to the filings and other matters referred to in the immediately following sentenceSection 6.5(b), (A) contravene or conflict with or constitute a violation of any Contract to which the Company or provision of any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or JudgmentApplicable Law, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other thanexcept, in the case of this matters described in clause (ii) or (iii), as have not had and would not reasonably be expected to have, individually or in the aggregate, a Schlumberger Material Adverse Effect. (b) Other than those required under or in relation to (i) the DGCL and the Delaware LLC Act with respect to the filing of the Certificate of Merger, (ii) rules and regulations of the NYSE, (iii) the HSR Act, the EC Merger Regulation and such applicable competition, antitrust or premerger notification laws of the other jurisdictions set forth in Section 6.5 of the Schlumberger US Disclosure Letter, (iv) the Securities Act, (v) the Exchange Act, (vi) state securities or “Blue Sky” laws and (vii) other Governmental Entities having jurisdiction over the Merger set forth in Section 6.5 of the Schlumberger US Disclosure Letter, neither the execution, delivery or performance by Schlumberger US and Merger Sub of this Agreement, nor the consummation by Schlumberger US and Merger Sub of the other transactions contemplated by this Agreement in accordance with the terms hereof, will require any such conflictsconsent, violationsapproval, defaultsqualification or authorization of, rightsor filing or registration with, lossesany Governmental Entity, amendments except for any consent, approval, qualification or Encumbrances that (x) have authorization the failure of which to obtain and for any filing or registration the failure of which to make has not had and would not reasonably be expected to have a Company Schlumberger Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The execution, execution and delivery and performance by the Company and the ----------- Principal Shareholders of this Agreement and the Ancillary Agreements any Related Agreement to which it the Company and/or any Principal Shareholders is a party do notparty, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance thereby, will not conflict with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, of or default under (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of any obligation or to the loss of a any benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)event, a "Conflict") (i) any provision of (i) the Amended and Restated Certificate articles of Incorporation incorporation or bylaws of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to any mortgage, indenture, lease, contract, covenant or other agreement, instrument or commitment, permit, concession, franchise or license (each a "Contract" and collectively the filings and other matters referred to in the immediately following sentence, (A"Contracts") any Contract to which the Company or any of its Subsidiaries is a party properties or by assets (including intangible assets), or to which any of its or their respective assets are bound the Principal Shareholders, is subject, or (Biii) any Law judgment, order, decree, statute, law, ordinance, rule or Judgment, in each case regulation applicable to the Company or any of its Subsidiaries properties (tangible and intangible) or its or their respective assets, other thanor applicable to the Principal Shareholders, except in the each case of this clause as to (i), (ii), any ) and (iii) where such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have Conflict will not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would will not materially impair effect the Company’s ability to perform its obligations under this Agreement legality, validity or enforceability of the Ancillary Agreements to which it Agreement. The Company is a party in compliance with and has not breached, violated or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization ofdefaulted under, or registrationreceived notice that it has breached, declaration violated or filing with, or notice todefaulted under, any Governmental Entity of the material terms or conditions of any Contract, nor is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it Principal Shareholders aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract is a party or the consummation by in full force and effect and the Company is not subject to any material default thereunder, nor to the Knowledge of the Merger Company and the Principal Shareholders is any party obligated to the Company pursuant to any such Contract subject to any default thereunder. The Company has obtained, or will obtain prior to the Effective Time, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Merger, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Effective Time; all such necessary consents, waivers and approvals are listed on Schedule 6.2(b) --------------- hereto. Following the Effective Time, the Company will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyoccurred.

No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company and Sellers does not and will not (a) violate, conflict with or result in the breach of any provision of the articles of incorporation (or similar organizational documents) of the Company; (b) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 7.6, conflict with or violate (or cause an event which could have a Material Adverse Effect as a result of) any Law or Governmental Order applicable to the Assets, Business or the Company; or (c) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 7.6 or required to be made or obtained by Purchaser, Seller or the Company, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the Ancillary Agreements Purchased Shares or on any of the Assets pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, sublicense, Permit, franchise or other instrument or arrangement to which it the Company is a party or the consummation by the Company which any of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company Purchased Shares or any of its Subsidiaries such Assets is qualified to do businessbound or affected other than, in the case of clauses (IVb) any filings required under the rules and regulations of the NASDAQ Global Market, and (Vc) such Permitsabove, orders conflicts, breaches, defaults, cancellations, accelerations, losses, violations or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and Encumbrances that would not reasonably be expected to have have, individually, or in the aggregate, a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.05 and upon receipt of the Company Stockholder Approval, the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements each Transaction Agreement to which it is a party do not, by the Company and the consummation of the Merger Transactions do not and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, not (a) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of violate any obligation or to the loss of a benefit underprovision of, or result in the amendment breach of or default under, the Company Certificate of Incorporation or the Company’s bylaws, (b) violate any provision of, or result in the breach of or default by the Company under, or require any filing, registration or qualification under, any applicable Law to which the Company is subject or by which any property or asset of the Company is bound, (c) require any consent, waiver or other action by any Person under, violate, or result in a breach of, constitute a default under, result in the acceleration, cancellation, termination or modification of, or create in any party the right to accelerate, terminate, cancel or modify, the terms, conditions or provisions of any term Material Contract, including to any payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to the terms, conditions or provisions of any such Material Contract, (d) result in the creation of any Encumbrance Lien upon any of the properties, rights or assets of the Company or any of its Subsidiaries under (any Material Contract, other than Permitted Liens, (e) constitute an event which, after notice or lapse of time or both, would result in any such Encumbrance created because violation, breach, termination, acceleration, modification, cancellation or creation of a Lien other than Permitted Liens, or (f) result in a violation or revocation of any action taken by Parent license, permit or Merger Sub)approval from any Governmental Authority, any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgmentexcept, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause cases (iia) through (f), any for such violations, conflicts, violationsbreaches, defaults, rights, losses, amendments defaults or Encumbrances failures to act that (x) have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The executionExcept as set forth in Section 4.3 of the Disclosure Schedule and except for the notification requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do notas amended, and the consummation of rules and regulations promulgated thereunder (the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub"HSR Act"), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Seller and the Company consummation by Seller of the transactions contemplated hereby will not (a) violate, conflict with or result in the breach of any term or provision of the charter or bylaws (or similar organizational documents) of Seller, any of the Companies or any of the Ancillary Agreements Subsidiaries, (b) conflict with or violate any Law applicable to Seller, the Companies or any Subsidiary or any of their respective assets, properties or businesses, (c) result in the creation of any Encumbrance (as defined below) on the Shares, (d) require any action, consent, approval or authorization by, or any other order of, filing with or notification to, any Governmental Authority or (e) conflict with or violate, result in the breach of any term or provision of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any mortgage, pledge, hypothecation, claim, security interest, encumbrance, interest, option, lien or other restriction (collectively, "Encumbrances") on any of the assets or properties of Seller, the Companies or any Subsidiary pursuant to, in the case of clause (e), any material agreement or arrangement to which it Seller is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a partybound or any Material Contract, except for (I) immaterial violations, conflicts, breaches or defaults or violations, conflicts, breaches or defaults which would occur as a result of the filing of business or activities in which Purchaser is or proposes to be engaged or as a premerger notification and report form by the Company and the termination or expiration result of any waiting periods under the HSR Actacts or omissions by, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebystatus of any facts pertaining to, Purchaser.

No Conflict. The execution, Neither the execution nor delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation or performance of any of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will notContemplated Transactions will, conflict with, directly or result in any violation of, or default indirectly (with or without notice or lapse of time): (a) assuming receipt of the Company Shareholder Approval, or both) undercontravene, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, conflict with or result in the amendment a violation of any term or provision of the articles of incorporation, certificate of formation or charter (or similar organizational documents) or bylaws or operating agreement, each as in effect on the creation Agreement Date, or any currently effective resolution adopted by the board of any Encumbrance upon any of the assets of directors, shareholders, manager or members of, the Company or any of its Subsidiaries under Subsidiaries; (other than any such Encumbrance created because b) assuming receipt of the Requisite Regulatory Approvals, contravene, conflict with or result in a violation of any action taken by Parent Legal Requirement or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract Order to which the Company or any of its Subsidiaries is a party Subsidiaries, or by which any of its or their respective assets that are bound owned or used by them, may be subject, except for any contravention, conflict or violation that is permissible by virtue of obtaining the Requisite Regulatory Approvals; or (Bc) any Law or Judgment, in each case applicable to except as listed on Section 3.4 of the Company Disclosure Schedules, contravene, conflict with or result in a violation or breach of any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization provision of, or registration, declaration give any Person the right to declare a default or filing withexercise any remedy under, or notice toto accelerate the maturity or performance of, or to cancel, terminate or modify, or which would result in the creation of any Governmental Entity is required to be obtained material lien, charge or made by encumbrance upon or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement assets owned or used by the Company or its Subsidiaries under any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for Material Contract. Except for: (Ii) the filing of a premerger notification applications, filings, notices and report form by waiver requests, as applicable, with the Company Federal Reserve, if applicable, and approval of such applications, filings, notices and waiver requests; (ii) the termination or expiration filing of any waiting periods under required applications, filings or notices with the HSR ActFDIC and approval of such applications, filings and notices; (IIiii) the filing of any required applications, filings or notices with the DFPI and approval of such applications, filings and notices; (iv) the filing with the SEC of (x) the Joint Proxy Statement in definitive form and of the Registration Statement and declaration of effectiveness of the Registration Statement; (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (IIIv) the filing of the Certificate of Merger with the California Secretary of State pursuant to the CGCL; and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the State shares of Delaware Acquiror Common Stock pursuant to this Agreement and the listing of appropriate documents additional shares of Acquiror Common Stock on the Nasdaq Capital Market; no consents or approvals of or filings or registrations with any court, administrative agency or commission or other Regulatory Authority or instrumentality are necessary in connection with the relevant authorities execution and delivery of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements consummation or consummate performance of any of the transactions contemplated hereby or therebyContemplated Transactions.

No Conflict. The executionNeither the execution and delivery of the Agreement, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation or performance of any of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will notherein, conflict withwill, directly or result in any violation of, or default indirectly (with or without notice or lapse of time, time or both): (a) undercontravene, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit underconflict with, or result in the amendment a violation of any term or provision of or the creation of any Encumbrance upon any of the assets Charter Documents of the Company or any resolution adopted by the Company Board; (b) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of its Subsidiaries under (other than the transactions contemplated herein or to exercise any such Encumbrance created because of remedy or obtain any action taken by Parent or Merger Sub)relief under, any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Applicable Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or the Company Assets may be subject; (c) contravene, conflict with, or result in a violation of, any of its Subsidiaries the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is a party held by the Company, or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable that otherwise relates to the Company Business or any of its Subsidiaries the Company Assets; (d) cause any of the Company Assets to be reassessed or its revalued by any Governmental Body; (e) contravene, conflict with, or their respective assetsresult in a violation or breach of any provision of, other thanor give any Person the right to declare a default or exercise any remedy under, in or to accelerate the case of this clause (ii)maturity or performance of, or to cancel, terminate, or modify, any such conflictssubsisting Contracts, violationsoral or written, defaultsentered into by the Company, rightsby which the Company is bound, lossesor to which it or the Company Assets are subject, amendments or Encumbrances that (x) which have not had and would not total payment obligations on the part of the Company which reasonably can be expected to have exceed $25,000, or are for a term of or in excess of one year (each, a “Company Material Adverse Effect Contract”); (f) result in the imposition or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, creation of any Governmental Entity is required to be obtained or made by Liens upon or with respect to any of the Company Assets or any of its Subsidiaries the Company Securities; (g) require the Company to obtain any consent from any Person in connection with the execution, execution and delivery and of the Agreement or the consummation or performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyherein.

No Conflict. The None of the execution, delivery and or performance of this Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and or any other transaction contemplated by this Agreement, or the other transactions contemplated hereby and thereby and Company’s compliance with any of the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both): (a) subject to obtaining the Company Stockholder Approval, conflict with or violate any provision of the Company Certificate or Company Bylaws or any equivalent organizational or governing documents of any Company Subsidiary; (b) assuming that all consents, approvals, authorizations and permits described in Section 3.5 have been obtained and all filings and notifications described in Section 3.5 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate in any material respect any Law or Order applicable to the Company or any Company Subsidiary or any of their respective properties or assets; or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or give rise to constitute a right change of termination, cancellation control or acceleration of any obligation or to the loss of a benefit default under, or result in the amendment termination or give to others any right of any term termination, vesting, amendment, acceleration or provision of cancellation of, or result in the creation of any Encumbrance a Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)Company Subsidiary pursuant to, any provision of (i) the Amended and Restated Certificate of Incorporation of the CompanyContract, the Amended and Restated By-Laws of the Company Permit or the comparable organizational documents of any of its Subsidiaries other instrument or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract obligation to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company they or any of its Subsidiaries or its or their respective assetsproperties or assets may be bound or affected, other thanexcept, in the case of this with respect to clause (iic), for any such conflicts, violations, defaultsconsents, rightsbreaches, losses, amendments changes of control, defaults, other occurrences or Encumbrances that (x) have Liens which, individually or in the aggregate, do not had and would not reasonably be expected to have result in a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other thanAssuming, in the case of this clause clauses (ii)b) and (c) below, any such conflictscompliance with the pre-merger notification and waiting period requirements of the HSR Act and the making and obtaining of all filings, violationsnotifications, defaultsconsents, rightsapprovals, lossesauthorizations and other actions referred to in Section 3.06 and the obtaining of all consents set forth in Section 3.05 of the Disclosure Schedule, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreement by the Seller do not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation, by-laws, certificate of formation or limited liability company agreement (or similar organizational documents, as applicable) (the “Organizational Documents”) of the Seller or the Company or any Subsidiary, (b) conflict with or violate any Law or Governmental Order that is in effect on the date of this Agreement applicable to the Seller or the Company or any Subsidiary or any of their respective assets, properties or businesses, or (c) conflict with, result in any breach of, constitute a default under or require any consent under, or result in the creation of any Encumbrance on any of the Ancillary Agreements to which it is a party Shares or the consummation by the Company any of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements Assets pursuant to, any Material Contract to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries Subsidiary is qualified to do business, (IV) a party or by which any filings required under the rules and regulations of the NASDAQ Global MarketShares or any of such Assets is bound or affected, except, in the case of clauses (b) and (V) such Permitsc), orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and as would not reasonably be expected expected, individually or in the aggregate, to have (i) be material to the Company and the Subsidiaries, taken as a Company Material Adverse Effect whole, or (yii) would not materially impair prohibit or prevent (including on the Company’s ability to perform its obligations under this Agreement or timing contemplated by Section 10.01(c)) the Ancillary Agreements or consummate consummation of the transactions contemplated hereby or therebyby this Agreement.

No Conflict. The execution, Neither the execution nor delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation or performance of any of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will notContemplated Transactions will, conflict with, directly or result in any violation of, or default indirectly (with or without notice or lapse of time): (a) contravene, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, conflict with or result in the amendment a violation of any term or provision of the articles of incorporation, certificate of formation or charter (or similar organizational documents) or bylaws or operating agreement, each as in effect on the creation date hereof, or any currently effective resolution adopted by the board of any Encumbrance upon any of the assets of directors, shareholders, manager or members of, the Company or any of its Subsidiaries under Subsidiaries; (b) assuming receipt of the Requisite Regulatory Approvals, contravene, conflict with or result in a violation of, or give any Regulatory Authority or other than Person the valid and enforceable right to challenge any such Encumbrance created because of the Contemplated Transactions or to exercise any action taken by Parent remedy or Merger Sub)obtain any relief under, any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company Legal Requirement or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract Order to which the Company or any of its Subsidiaries is a party Subsidiaries, or by which any of its or their respective assets that are bound owned or used by them, may be subject, except for any contravention, conflict or violation that is permissible by virtue of obtaining the Requisite Regulatory Approvals; (c) except as set forth in Section 3.4 of the Company Disclosure Schedules, contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Company Material Contract; or (Bd) result in the creation of any Law material lien, charge or Judgment, in each case applicable encumbrance upon or with respect to any of the assets owned or used by the Company or any of its Subsidiaries or its or their respective assetsSubsidiaries. Except for the Requisite Regulatory Approvals, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Shareholder Approval, the Registration Statement, and as set forth in Section 3.4 of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by Disclosure Schedules, neither the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or nor any of its Subsidiaries is qualified or will be required to do business, (IV) give any filings required under notice to or obtain any consent from any Person in connection with the rules execution and regulations delivery of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements consummation or consummate performance of any of the transactions contemplated hereby or therebyContemplated Transactions.

No Conflict. The execution(a) Except as set forth in Section 4.4(a) of the Company Disclosure Schedule, neither the execution and delivery and of this Agreement by the Company, the performance by the Company of this Agreement its obligations hereunder, nor the consummation by the Company of the transactions contemplated hereby, will: (i) assuming receipt of the Company Stockholder Approval, contravene any provision of the Organizational Documents of any Acquired Company; (ii) assuming receipt of the Company Stockholder Approval and the Ancillary Agreements to which it is a party do not, and the consummation respective filings of the Merger Maryland Articles and Michigan Certificate, violate any Law applicable to any Acquired Company; (iii) result in the creation or imposition of any Lien on any of the property held by any Acquired Company; or (iv) require any consent or other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict withaction by any Person under, or result in any violation of, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or give rise to a any right of termination, cancellation change of control rights (including any obligation to pay any amount on account of any third party consent or the occurrence of the change in control of any Acquired Company), cancellation, modification or acceleration of any right or obligation of any Acquired Company or to the a loss of a any benefit to which any Acquired Company is entitled under, or result in any Material Contract. (b) Except for the amendment of any term or provision of or the creation of any Encumbrance upon any respective filings of the assets of the Company Maryland Articles and Michigan Certificate, no declaration, filing or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing registration with, or notice to, nor Approval of, any Governmental Government Entity is required to be made, obtained or made given by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement by the Company or any of this Agreement, the Ancillary Agreements to which it is a party performance by the Company of its obligations hereunder or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyhereby.

No Conflict. The execution, delivery Purchaser represents and performance by warrants to the Company that neither the execution and delivery of this Agreement and each of the Ancillary Related Agreements to which it the Purchaser is or will become a party do notparty, and the nor consummation of the Merger and the other transactions contemplated hereby and thereby and thereby, nor compliance by the Purchaser with any of the provisions of this Agreement and the Ancillary Agreements to which it is a party hereof or thereof, (i) does or will not, conflict with, with or result in a breach of any violation provisions of the articles of incorporation or bylaws or equivalent documents of the Purchaser, (ii) violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of a benefit underwith respect to, or result in the amendment of any term or provision of or the creation of any Encumbrance Lien upon any my property or asset of the assets Purchaser pursuant to any material note, bond, mortgage, indenture, deed of the Company trust, license, lease, agreement or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent instrument or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract obligation to which the Company or any of its Subsidiaries Purchaser is a party party, or by which any of its properties or their respective assets are may be bound or affected, or (Biii), subject to the compliance referred to in clause (i) and (ii) of the succeeding sentence, violate any Law order, writ, injunction, decree, statute, rule or Judgment, in each case regulation applicable to the Company or any Purchaser. Except for (i) compliance with applicable federal and State securities laws in connection with the performance by the Purchaser of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this the Registration Rights Agreement or and (ii) any required compliance by the Ancillary Agreements Purchaser with applicable federal and State securities laws and the HSR Act in connection with the issuance of shares of Common Stock upon conversion of the Notes in accordance with their terms, the Purchaser represents and warrants to which it is a party or consummate the transactions contemplated hereby or thereby. No PermitCompany that no consent, approval, order or other authorization of, or registration, declaration or filing with, or notice to, of any Governmental Entity or of any third party is legally required to be obtained or made by or with respect to on behalf of the Company or any of its Subsidiaries Purchaser in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements and each Related Agreement to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is will become a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or thereby.

No Conflict. The execution, (a) Neither the execution and delivery by ▇▇▇▇▇ and performance by the Company Merger Sub of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation by ▇▇▇▇▇ and Merger Sub of the Merger and the other transactions contemplated hereby and thereby and compliance in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of this Agreement and the Ancillary Agreements to which it is a party will notcharter documents or bylaws of ▇▇▇▇▇ or Merger Sub; (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon, any of the properties of ▇▇▇▇▇ or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of the Company otherwise result in a detriment to ▇▇▇▇▇ or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)under, any provision of (i) the Amended and Restated Certificate of Incorporation of the Companyterms, the Amended and Restated By-Laws conditions or provisions of, any note, bond, mortgage, indenture, deed of the Company trust, ▇▇▇▇▇ Permit, lease, contract, agreement, joint venture or the comparable organizational documents of any of its Subsidiaries other instrument or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract obligation to which the Company ▇▇▇▇▇ or any of its Subsidiaries is a party party, or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company ▇▇▇▇▇ or any of its Subsidiaries or its any of their properties is bound or affected; or (iii) contravene or conflict with or constitute a violation of any provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to ▇▇▇▇▇, Merger Sub or any of their respective assetsSubsidiaries, other thanexcept, in the case of this matters described in clause (ii) or (iii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and as would not have or reasonably be expected to have have, individually or in the aggregate, a Company ▇▇▇▇▇ Material Adverse Effect or Effect. (yb) would not materially impair Neither the Company’s ability to perform its obligations under execution and delivery by ▇▇▇▇▇ and Merger Sub of this Agreement or nor the Ancillary Agreements to which it is a party or consummate consummation by ▇▇▇▇▇ and Merger Sub of the transactions contemplated hereby or thereby. No Permitin accordance with the terms hereof will require any consent, order approval or authorization of, or registration, declaration filing or filing registration with, any governmental or notice toregulatory authority, other than (i) the filings provided for in Article 1, (ii) filings required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities and “Blue Sky” laws, (iii) filings required by the Federal Energy Regulatory Commission and any Governmental Entity is required to be obtained or made by or state energy regulatory commissions with respect to interstate and intrastate petroleum pipelines, and (iv) filings required by the Company Federal Communications Commission with respect to microwave transmitter licenses ((i), (ii), (iii) and (iv) collectively, the “Regulatory Filings”), except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have or reasonably be expected to have, individually or in the aggregate, a ▇▇▇▇▇ Material Adverse Effect. (c) Other than as contemplated by Section 3.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of the ▇▇▇▇▇ Material Contracts (as hereinafter defined) or for ▇▇▇▇▇ or Merger Sub to consummate the transactions contemplated hereby, except where the failure to receive such consents or other certificates would not have or reasonably be expected to have, individually or in the aggregate, a ▇▇▇▇▇ Material Adverse Effect. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in or constitute the satisfaction of a condition to (whether or not there be any additional condition to) any payment from ▇▇▇▇▇ or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of ▇▇▇▇▇ or any of its Subsidiaries under any ▇▇▇▇▇ Plan (as defined in connection with Section 3.11) or otherwise; (ii) increase any benefits otherwise payable under any ▇▇▇▇▇ Plan or otherwise; or (iii) result in the execution, delivery and performance of this Agreement by the Company or any acceleration of the Ancillary Agreements to which it is a party time of payment or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration vesting of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebybenefits.

No Conflict. The executionSubject to Section 2.8, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or and the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, to the best of the Company's knowledge will not (IIIi) the filing result in a violation of the Certificate of Merger with the Secretary Incorporation, any certificate of State designations of any outstanding series of preferred stock of the State Company or By-laws or (ii) conflict with or constitute a default (or an event which with notice or lapse of Delaware and time or both would become a default) under, or give to others any rights of appropriate documents with the relevant authorities of other jurisdictions in termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries subsidiaries is qualified to do businessa party, or result in a violation of any law, rule, regulation, order, judgment or decree (IV) any filings required under including federal and state securities laws and regulations and the rules and regulations of the NASDAQ Global MarketPrincipal Market on which the Common Stock is quoted) applicable to the Company or any of its subsidiaries or by which any material property or asset of the Company or any of its subsidiaries is bound or affected and which would cause a Material Adverse Effect. To the best of the Company's knowledge except as disclosed in the SEC Documents, and (V) such Permits, orders or authorizations neither the Company nor its subsidiaries is in violation of any term of or registrationsin default under its Certificate of Incorporation or By-laws or their organizational charter or by-laws, declarations respectively, or filings with any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries. The business of the Company and notices its subsidiaries is not being conducted in violation of any material law, ordinance, regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the failure Securities Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under or contemplated by this Agreement or the Ancillary Agreements Registration Rights Agreement in accordance with the terms hereof or consummate thereof. All consents, authorizations, orders, filings and registrations which the transactions contemplated hereby Company is required to obtain pursuant to the preceding sentence have been obtained or therebyeffected on or prior to the date hereof. The Company and its subsidiaries are unaware of any fact or circumstance which might give rise to any of the foregoing.

No Conflict. The executionProvided that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained or taken, the execution and delivery and by the Seller or the applicable Affiliate of the Seller (as applicable) of the Transaction Agreements to which it is a party, the performance by the Company Seller or the applicable Affiliate of this Agreement and the Ancillary Seller (as applicable) of its obligations under each of the Transaction Agreements to which it is a party do not, and the consummation by the Seller or the applicable Affiliate of the Merger and Seller (as applicable) of the other transactions contemplated hereby and thereby and compliance with by each of the provisions of this Agreement and the Ancillary Transaction Agreements to which it the Seller or the applicable Affiliate of the Seller (as applicable) is a party party, do not and will not, conflict with, directly or result in any violation of, or default indirectly (with or without the giving of notice or lapse of time, or both) (a) violate or conflict with, or result in a breach of, the organizational documents of the Seller or the applicable Affiliate of the Seller (as applicable), the Company or any of the Transferred Subsidiaries, (b) conflict with or violate in any material respect any Law or Governmental Order applicable to the Seller or the applicable Affiliate of the Seller (as applicable), the Company or any of the Transferred Subsidiaries or by which any of them or any of their respective properties, assets or businesses is bound or subject or (c) violate or conflict with, result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under, require any consent under, or give rise to a right any Person any rights of termination, acceleration or cancellation of, or acceleration of any obligation or to the result in a loss of a benefit rights under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Lien (other than Permitted Liens) on any of the assets or properties of the Seller, the Company or any of its the Transferred Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)pursuant to, any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Seller, the Company or any of its the Transferred Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company them or any of its Subsidiaries or its or their respective assetsproperties, other thanassets or businesses is bound or subject, except, in the case of this clause (ii)c) of this Section 3.04, for any such conflicts, violations, breaches, defaults, rightsconsents, lossesterminations, amendments accelerations, cancellations, losses of rights or Encumbrances that (x) have not had and creations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The execution, execution and delivery and performance of this Agreement by the Company do not, and the performance of this Agreement by the Company and the Ancillary Agreements to which it is a party do not, Offer and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, (a) assuming the Company Stockholder Approval is obtained, if required for consummation of the Merger, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of violate (i) the Amended and Restated Company Certificate of Incorporation of the Company, the Amended and Restated By-Laws of or the Company Bylaws or (ii) the comparable equivalent organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentenceCompany Subsidiaries, (Ab) assuming compliance with Section 4.5 hereof and assuming the Company Stockholder Approval is obtained, if required for consummation of the Merger, conflict with or violate any Contract to United States federal, state or local or any foreign statute, law, rule, regulation, ordinance, code or any other requirement or rule of law (a “Law”) or any charge, order, writ, injunction, judgment, guideline, guidance, decree, ruling, determination, directive, award or settlement, whether civil, criminal or administrative (an “Order”), or any rule or regulation of any securities exchange on which the Company or any of its Subsidiaries Company’s Common Stock is a party or by which any of its or their respective assets are bound or (B) any Law or Judgmentlisted for trading, in each case applicable to the Company or any of its the Company Subsidiaries or its by which any property or their respective assetsasset of the Company or any of the Company Subsidiaries is bound or affected, (c) result in a breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in the triggering of any payment or other thanobligation or any right of consent, or result in the creation of a Lien on any property or asset of the Company or any of the Company Subsidiaries pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or any property or asset of any of them is bound or affected (including any Company Material Contract (as defined in Section 4.13) and any Company Permit (as defined in Section 4.6(b)), or (d) result in the loss of or otherwise impair the right, title or interest of the Company or any Company Subsidiaries in and to any of the material Company IP, except, in the case of this clause clauses (iia)(ii), (b) and (c) above, for any such conflicts, violations, defaultsbreaches, rights, losses, amendments defaults or Encumbrances that (x) other occurrences which have not had and would are not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. (a) The execution, execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party by Parent do not, and the consummation performance of this Agreement by Parent will not, (i) conflict with or violate the Certificate of Incorporation, Bylaws or equivalent organizational documents of Parent or any of its subsidiaries, (ii) subject to obtaining the approval of Parent's stockholders of the Merger and the other transactions contemplated hereby and thereby Share Issuance and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will notrequirements set forth in Section 3.5(b) below, conflict withwith or violate any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected, or (iii) result in any violation of, breach of or constitute a default (or an event that with or without notice or lapse of time, time or bothboth would become a default) under, or impair Parent's or any such subsidiaries' rights or alter the rights or obligations of any third party under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon a lien or encumbrance on any of the properties or assets of the Company Parent or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)subsidiaries pursuant to, any provision of (i) the Amended and Restated Certificate of Incorporation of the Companymaterial note, the Amended and Restated By-Laws of the Company bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or the comparable organizational documents of any of its Subsidiaries other instrument or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract obligation to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company Parent or any of its Subsidiaries subsidiaries or its or any of their respective assets, other than, in the case properties are bound or affected. (b) The execution and delivery of this clause (ii)Agreement by Parent do not, any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company Parent will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) for applicable requirements, if any, of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Securities Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this AgreementBlue Sky Laws, the Ancillary Agreements pre-merger notification requirements of the HSR Act and of foreign Governmental Entities and the transactions contemplated hereby rules and therebyregulations thereunder, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global MarketNASDAQ, and the filing and recordation of the Articles of Merger as required by Florida Law and (VB) such Permits, orders or authorizations of or registrations, declarations or filings with and notices where the failure of which to be obtained obtain such consents, approvals, authorizations or made (x) has not and permits, or to make such filings or notifications, would not reasonably be expected to have a Company Material Adverse Effect prevent consummation of the Merger or (y) would not materially impair the Company’s ability to perform otherwise prevent Parent from performing its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyAgreement.

No Conflict. The (a) Neither the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby and compliance in accordance with the terms hereof will (i) subject to the approval referred to in Section 3.20, conflict with or result in a breach of any provisions of this Agreement and the Ancillary Agreements to which it is a party will notCertificate of Incorporation or Bylaws of the Company, or the certificate of incorporation, bylaws or similar governing documents of any of the Company’s Significant Subsidiaries, (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties of the Company or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of otherwise result in a detriment to the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent the terms, conditions or Merger Sub)provisions of, any provision note, bond, mortgage, indenture, deed of (i) the Amended and Restated Certificate of Incorporation of the Companytrust, the Amended and Restated By-Laws of license, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the comparable organizational documents of Company or any of its Subsidiaries or any of their properties is bound or affected or (iiiii) subject to the filings and other matters referred to in the immediately following sentenceSection 3.6(b), (A) contravene or conflict with or constitute a violation of any Contract to which the Company provision of any law, rule, regulation, judgment, order or any of its Subsidiaries is a party decree binding upon or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assetsSubsidiaries, other thanexcept, for such matters described in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments ) or Encumbrances that (xiii) have as do not had and would are not reasonably be expected likely to have have, individually or in the aggregate, a Company Material Adverse Effect or Effect. (yb) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with Neither the execution, delivery and performance by the Company of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or nor the consummation by the Company of the Merger or the other transactions contemplated by this Agreement hereby in accordance with the terms hereof will require any consent, approval or the Ancillary Agreements to which it is authorization of, or filing or registration with, any federal, state, local or foreign government, court, or arbitral, legislative, executive or regulatory authority or agency (a party“Governmental Entity”), except for other than (Ii) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods filings required under the U.S. ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), or applicable non-U.S. or state securities Laws or and “blue skyBlue Sky” laws as may be and (ii) filings and notifications required in connection with this Agreementunder applicable Non-U.S. Antitrust Laws ((i) and (ii) collectively, the Ancillary Agreements and the transactions contemplated hereby and thereby“Regulatory Filings”), (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company except for any consent, approval or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices authorization the failure of which to be obtained obtain and for any filing or made (x) has registration the failure of which to make, individually or in the aggregate, does not and would is not reasonably be expected likely to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. (a) The execution, delivery and performance by the Company Cameron of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation by Cameron of the Merger and the other transactions contemplated hereby and thereby and compliance by this Agreement in accordance with the provisions of this Agreement and the Ancillary Agreements to which it is a party terms hereof will not, (i) subject to receipt of the Cameron Stockholder Approval, conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Cameron, (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the suspension, termination or cancellation, or in a right of suspension, termination or cancellation of, or give rise to a right of terminationpurchase or a right of additional payment under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties or to the loss assets of a benefit Cameron or its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of the Company otherwise result in a detriment to Cameron or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)under, any provision of (i) the Amended and Restated Certificate of Incorporation of the Companyterms, the Amended and Restated By-Laws conditions or provisions of, any loan or credit agreement, note, bond, mortgage, indenture, deed of the Company trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or the comparable organizational documents other instrument or obligation to which Cameron or any of its Subsidiaries is a party, or by which Cameron or any of its Subsidiaries or any of their properties or assets is bound or affected, or (iiiii) subject to the filings and other matters referred to in the immediately following sentenceSection 5.5(b), (A) contravene or conflict with or constitute a violation of any Contract to which the Company or provision of any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or JudgmentApplicable Law, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other thanexcept, in the case of this matters described in clause (ii) or (iii), as have not had and would not reasonably be expected to have, individually or in the aggregate, a Cameron Material Adverse Effect. (b) Other than those required under or in relation to (i) the DGCL and the Delaware LLC Act with respect to the filing of the Certificate of Merger, (ii) rules and regulations of the New York Stock Exchange, LLC (the “NYSE”), (iii) the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (published in the Official Journal of the European Union on January 29, 2004 at L 24/1) (the “EC Merger Regulation”) and such applicable competition, antitrust or premerger notification laws of the other jurisdictions set forth in Section 5.5 of the Cameron Disclosure Letter, (iv) the Securities Act of 1933, as amended (the “Securities Act”), (v) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (vi) state securities or “Blue Sky” laws and (vii) other Governmental Entities having jurisdiction over the Merger set forth in Section 5.5 of the Cameron Disclosure Letter, neither the execution, delivery or performance by Cameron of this Agreement, nor the consummation by Cameron of the Merger and the other transactions contemplated by this Agreement in accordance with the terms hereof will require any such conflictsconsent, violationsapproval, defaultsqualification or authorization of, rightsor filing or registration with, lossesany Governmental Entity, amendments except for any consent, approval, qualification or Encumbrances that (x) have authorization the failure of which to obtain and for any filing or registration the failure of which to make has not had and would not reasonably be expected to have a Company Cameron Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The execution(a) Neither the execution and delivery by Dynegy, delivery and performance by the Company Newco, Dynegy Merger Sub or Enron Merger Sub of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation by Dynegy, Newco, Dynegy Merger Sub or Enron Merger Sub of the Merger and the other transactions contemplated hereby and thereby and compliance in accordance with the terms hereof will (i) subject to the approvals referred to in Section 6.20, conflict with or result in a breach of any provisions of this Agreement and the Ancillary Agreements to which it is a party will notarticles or certificate of incorporation or bylaws of Dynegy, Newco, Dynegy Merger Sub or Enron Merger Sub; (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties of Dynegy or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of the Company otherwise result in a detriment to Dynegy or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)under, any provision of (i) the Amended and Restated Certificate of Incorporation of the Companyterms, the Amended and Restated By-Laws conditions or provisions of, any note, bond, mortgage, indenture, deed of the Company trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or the comparable organizational documents other instrument or obligation to which Dynegy or any of its Subsidiaries is a party, or by which Dynegy or any of its Subsidiaries or any of their properties is bound or affected; or (iiiii) subject to the filings and other matters referred to in the immediately following sentenceSection 6.6(b), (A) contravene or conflict with or constitute a violation of any Contract provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to which the Company Dynegy or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or JudgmentSubsidiaries, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other thanexcept, in the case of this matters described in clause (ii) or (iii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have as do not had and would are not reasonably be expected likely to have have, individually or in the aggregate, a Company Dynegy Material Adverse Effect Effect. (b) Neither the execution and delivery by Dynegy, Newco, Dynegy Merger Sub or (y) would not materially impair the Company’s ability to perform its obligations under Enron Merger Sub of this Agreement nor the consummation by Dynegy, Newco, Dynegy Merger Sub or the Ancillary Agreements to which it is a party or consummate Enron Merger Sub of the transactions contemplated hereby or thereby. No Permitin accordance with the terms hereof will require any consent, order approval, qualification or authorization of, or registration, declaration filing or filing registration with, any court or notice togovernmental or regulatory authority, any Governmental Entity is required to be obtained or made by or with respect to other than (i) the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any filing of the Ancillary Agreements to which it is a party or the consummation by the Company Articles of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a partyprovided for in Section 1.3, except for (Iii) the filing of a premerger notification and report form by listing application with the Company and the termination or expiration of any waiting periods NYSE pursuant to Section 7.9, (iii) filings required under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, the 1935 Act, or applicable state securities Laws and "Blue Sky" laws, (iv) filings, approvals and notifications required under applicable non-U.S. competition, antitrust or “blue sky” laws as may be required premerger notification laws, (v) filings with, and the approval of, or notices to, other state regulatory authorities having jurisdiction over the Mergers set forth in Section 6.6 of the Dynegy Disclosure Letter (the filings, approvals and notices in this clause (v), collectively, the "Dynegy Regulatory Approvals") and (vi) filings with, approvals of or notices to the FERC in connection with this Agreementthe Mergers, the Ancillary Agreements and the transactions contemplated hereby and therebyexcept for any consent, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company approval, qualification or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices authorization the failure of which to be obtained obtain and for any filing or made (x) has registration the failure of which to make does not and would is not reasonably be expected likely to have a Company Dynegy Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The executionexecution and delivery by each Seller of the Transaction Documents to which it is a party, delivery the consummation of the transactions contemplated hereby and thereby, and the performance by such Seller of the Company of this Agreement and the Ancillary Agreements Transaction Documents to which it is a party do in accordance with its terms, will not: (a) violate the certificate of formation or certificate of limited partnership, as applicable, bylaws or limited partnership agreement, as applicable, or other organizational documents of such Seller; (b) subject to the applicable Seller’s receipt or making of all required consents, approvals, authorizations or actions of, filings and the consummation notices set forth on Section 3.4(b) of the Merger Seller Disclosure Letter (the “Seller Consents and Notices”), as the same may be updated by Sellers on or before November 30, 2014, require the Sellers to obtain any consents, approvals or authorizations of, or make any filings with or give any notices to, any Governmental Bodies or any other transactions contemplated hereby Person that have not been obtained, made or given; (c) if the Seller Consents and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements Notices applicable to which it is a party will notsuch Seller are obtained, conflict withmade or given, violate or result in the breach of any violation of the terms and conditions of, cause the termination of or default give any other contracting party the right to terminate, or constitute (or with or without notice or lapse of time, or both, constitute) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries such Seller is a party or by or to which any of its the Sellers or their respective assets the Transferred Interests held by such Seller are or may be bound or subject; or result in the creation of any Lien on the Transferred Interests held by such Seller; or (Bd) if the Seller Consents and Notices are obtained, made or given, violate or result in the breach of any Law applicable orders, judgments, injunctions, awards, decrees or Judgmentwrits (collectively, in each case applicable to the Company “Orders”), or any applicable Law of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyBody.

No Conflict. The execution(a) Neither the execution and delivery by Parent, delivery Sub and performance by the Company Merger Sub of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation by Parent, Sub and Merger Sub of the Merger and the other transactions contemplated hereby and thereby and compliance in accordance with the terms hereof will (i) subject to the approvals referred to in Section 6.20, conflict with or result in a breach of any provisions of this Agreement and the Ancillary Agreements to which it is a party will notmemorandum of association or articles of association of Parent or the certificate of incorporation or bylaws of Sub or Merger Sub; (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under or accelerate the performance required by, cancellation or acceleration result in the creation of any obligation Lien upon any of the properties of Parent or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of the Company otherwise result in a detriment to Parent or any of its Subsidiaries under (any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or other than any such Encumbrance created because of any action taken by instrument or obligation to which Parent or Merger Sub)any of its Subsidiaries is a party, any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiiii) subject to the filings and other matters referred to in the immediately following sentenceSection 6.6(b), (A) contravene or conflict with or constitute a violation of any Contract provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to which the Company Parent or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or JudgmentSubsidiaries, except for such matters described in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments ) or Encumbrances that (xiii) have as do not had and would are not reasonably be expected likely to have have, individually or in the aggregate, a Company Parent Material Adverse Effect Effect. (b) Neither the execution and delivery by Parent, Sub or (y) would not materially impair the Company’s ability to perform its obligations under Merger Sub of this Agreement nor the consummation by Parent, Sub or the Ancillary Agreements to which it is a party or consummate Merger Sub of the transactions contemplated hereby or thereby. No Permitin accordance with the terms hereof will require any consent, order approval or authorization of, or registration, declaration filing or filing registration with, any governmental or notice toregulatory authority, any Governmental Entity is required to be obtained or made by or with respect to other than the Company or any of its Subsidiaries in connection with the execution, delivery Regulatory Filings and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing listing application with the SEC of (xNYSE pursuant to Section 7.9(a) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger resolutions relating to the matters specified in Section 2.1 with the Secretary Registrar of State Companies of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company Cayman Islands, except for any consent, approval or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices authorization the failure of which to be obtained obtain and for any filing or made (x) has registration the failure of which to make does not and would is not reasonably be expected likely to have a Company Parent Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The execution, Neither the execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and by Purchaser nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance hereunder nor the fulfillment by Purchaser of any of its terms will, except as described in Schedule 3.3: (a) conflict with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation a breach by Purchaser or Merger Sub of, or constitute a default (by it under, or create an event that, with or without the giving of notice or the lapse of time, or both) under, would be a default under or give rise to a right of terminationbreach of, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company terms, conditions or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision provisions of (i) the Amended and Restated Certificate any indenture, mortgage, lease, deed of Incorporation of the Companytrust, the Amended and Restated By-Laws of the Company pledge, loan or the comparable organizational documents of credit agreement or any of its Subsidiaries other material contract, arrangement or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract agreement to which the Company Purchaser or any of its Subsidiaries Merger Sub is a party or by to which any a material portion of its or their respective assets are bound subject; (ii) the respective certificates of formation or operating agreements of Purchaser or Merger Sub; or (Biii) any Law judgment, order, writ, injunction, decree or Judgment, in each case applicable to the Company or any demand of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required which materially affects Purchaser or Merger Sub or which materially affects the Purchaser’s or Merger Sub’s respective ability to be obtained conduct its business; (b) result in the creation or made by imposition of any lien, charge or with respect Encumbrance of any nature whatsoever upon any material portion of the respective assets of Purchaser or Merger Sub or which materially affects the Purchaser’s or Merger Sub’s respective ability to conduct its business as conducted prior to the Company or any of its Subsidiaries in connection with the execution, delivery and performance date of this Agreement by the Company Agreement; or (c) cause a loss or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration adverse modification of any waiting periods under the HSR Actpermit, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports license, or other applicable filings under the Exchange Act, the Securities Act, state securities Laws authorization granted by any Governmental Entity to or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of otherwise necessary or materially useful to Purchaser’s or Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do Sub’s respective business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or thereby.

No Conflict. The execution, delivery and performance by the Company Coors of this Agreement Amendment and the Ancillary Agreements consummation by Coors of the transactions contemplated by this Amendment and the documents referred to in this Amendment to which it is a party do not, not and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, subject to obtaining the Coors Stockholder Approval and receipt of the Approvals referred to in Section 3(d) below, (i) contravene, conflict with, with or result in a violation or breach of any provision of the Coors Charter Documents or the equivalent organizational documents of any of Coors' material Subsidiaries, (ii) contravene, conflict with or result in a violation ofor breach of any provisions of any Law applicable to Coors or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require any consent or other action by any Person under, constitute a default (or an event that, with or without notice or lapse of time, time or both, would constitute a default) under, or give rise to a right of cause or permit the termination, amendment, acceleration, triggering or cancellation or acceleration other change of any right or obligation or to the loss of a any benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company to which Coors or any of its Subsidiaries is entitled under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), A) any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company any Contract or the comparable organizational documents of other instrument binding upon Coors or any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (AB) any Contract to which Permit held by, or affecting, or relating in any way to, the Company assets or business of, Coors or any of its Subsidiaries is a party or by which any of its or their respective assets are bound Subsidiaries, or (Biv) result in the creation or imposition of any Law or Judgment, in each case applicable to the Company Lien on any asset of Coors or any of its Subsidiaries or its or their respective assetsSubsidiaries, other than, than such exceptions in the case of this clause (ii), any such conflicts(iii) or (iv) as have been disclosed to Molson on or before the date of this Amendment or as would not, violationsindividually or in the aggregate, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyon Coors.

No Conflict. The Except as set forth on Schedule 4.04, the execution, delivery and performance by the Company of this Agreement and the Ancillary Transaction Agreements to which it is a party do not, and the consummation by the Company of the Merger Transactions and the other transactions contemplated hereby thereby do not and thereby and compliance will not, upon receipt of the Required Company Stockholder Approval (a) contravene or conflict with the provisions Organizational Documents of this Agreement and the Ancillary Agreements Company or, in any material respect, its Subsidiaries, (b) subject to which it is the approvals described in Section 4.05, contravene or conflict with or constitute a party will notviolation of any provision of any Law, Permit or Governmental Order binding upon or applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, (c) subject to the approvals described in Section 4.05, violate, conflict with, or result in a breach of any violation ofprovision of or the loss of any benefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are or properties may be bound or affected or any Permit of the Company or its Subsidiaries, or (Bd) result in the creation or imposition of any Law Lien on any asset, property or Judgment, in each case applicable to Equity Security of the Company or any of its Subsidiaries or its or their respective assetsSubsidiaries, other than, except in the case of this clause each of clauses (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that b) through (xd) have not had and as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with Neither the execution, delivery and performance of this Agreement by the Company Seller, nor the consummation by the Seller of the transactions contemplated hereby, nor compliance by the Seller with any of the terms or provisions hereof, will (i) conflict with, violate or result in a breach of any provision of the Corporate Charter or By-Laws of the Seller or the articles of organization, by-laws or equivalent organizational documents of the Seller's Bank or any of the Ancillary Agreements Seller's Subsidiaries, (ii) conflict with, violate or result in a breach of any statute, code, ordinance, rule, regulation, order, writ, judgment, injunction or decree applicable to the Seller, the Seller's Bank or any of the Seller's Subsidiaries, or by which any property or asset of the Seller, the Seller's Bank or any of the Seller's Subsidiaries is bound or affected, or (iii) conflict with, violate or result in a breach of any provisions of or the loss of any benefit under, constitute a default (or an event, which, with notice or lapse of time, or both, would constitute a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien, pledge, security interest, charge or other encumbrance on any property or asset of the Seller, the Seller's Bank or any of the Seller's Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which it is a party the Seller, the Seller's Bank or the consummation by the Company any of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it Seller's Subsidiaries is a party, except for (I) or by which the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange ActSeller, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company Seller's Bank or any of its the Seller's Subsidiaries is qualified to do businessbound or affected, except, in the case of clause (IViii) above, for any filings required under such conflicts, violations, breaches, defaults or other occurrences which would not, either individually or in the rules and regulations of the NASDAQ Global Marketaggregate, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The execution, delivery delivery, and performance by the Company of this Agreement and the Ancillary Agreements to which it the Company or any of the Stockholders is a party do notparty, and the consummation by the Stockholders and the Company of the Merger and the other transactions contemplated hereby and thereby do not and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without the giving of notice or the lapse of time, or both, (w) violate any provision of law, rule or regulation to which the Company is subject, (x) violate any order, judgment, or decree applicable to the Company, (y) violate any provision of the certificate of incorporation, bylaws or other governance documents of the Company or (z) except as disclosed on Schedule 5.3 of the Disclosure Schedules, violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or give rise to a right require the consent of terminationany third party under, or result in or permit the cancellation, termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation or acceleration of performance of any obligation or to the loss of a benefit under, or result in the amendment of any term creation or provision of or the creation imposition of any Encumbrance of any nature whatsoever upon any of the assets of the Company or property, whether tangible or intangible, or give to others any interests or rights therein under, any governmental or other permits, registrations, certificates, certifications, exemptions, licenses, approvals or authorizations or any indenture, deed of its Subsidiaries under (trust, mortgage, loan or credit agreement, contract, lease, or other than any such Encumbrance created because of any action taken by Parent agreement, instrument or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract commitment to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are the Company may be bound or affected, except for any such violations, breaches, defaults, required consents, terminations, accelerations, Encumbrances or rights that in the aggregate would not (Bi) any Law materially hinder or Judgment, in each case applicable to impair the ability of the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability Stockholders to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its their obligations under this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby or therebythereby or (ii) be material to the business of the Company.

No Conflict. The (a) Neither the execution, delivery and performance by the Company Parent, Holdings and Merger Sub of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation by any of them of the Merger and the other transactions contemplated hereby and thereby and compliance in accordance with the terms hereof will (i) conflict with or result in a breach of any provisions of this Agreement the Articles of Association and the Ancillary Agreements to which it is a party will notOrganizational Regulations of Parent or the Certificate of Incorporation and the Memorandum and Articles of Association of Holdings or the Certificate of Formation or Limited Liability Company Agreement of Merger Sub or the certificate of incorporation, bylaws or similar governing documents of any of Parent’s Significant Subsidiaries, (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties of Parent or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of the Company otherwise result in a detriment to Parent or any of its Subsidiaries under (any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or other than any such Encumbrance created because of any action taken by instrument or obligation to which Parent or Merger Sub)any of its Subsidiaries is a party, any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of by which Parent or any of its Subsidiaries or any of their properties is bound or affected or (iiiii) subject to the filings and other matters referred to in the immediately following sentence‎Section 4.6(b), (A) contravene or conflict with or constitute a violation of any Contract provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to which the Company Parent or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or JudgmentSubsidiaries, except for such matters described in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments ) or Encumbrances that (xiii) have as do not had and would are not reasonably be expected likely to have have, individually or in the aggregate, a Company Parent Material Adverse Effect or Effect. (yb) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with Neither the execution, delivery and performance by Parent, Holdings or Merger Sub of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or nor the consummation by the Company any of them of the Merger or the other transactions contemplated by this Agreement hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any Governmental Entity, other than the Ancillary Agreements to which it is a party, except for (I) Regulatory Filings and the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing supplemental listing application with the SEC of (x) the Joint Proxy Statement and (y) such reports NYSE pursuant to ‎Section 5.8, except for any consent, approval or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices authorization the failure of which to be obtained obtain and for any filing or made (x) has registration the failure of which to make, individually or in the aggregate, does not and would is not reasonably be expected likely to have a Company Parent Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.05 or on Schedule 5.05 and subject to satisfaction of the Jersey Merger Pre-Conditions, the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements each ancillary agreement to this Agreement to which it is a party do not, by the Company and the consummation of the Merger and the other transactions contemplated hereby do not and thereby and compliance will not (a) conflict with or violate any provision of, or result in the provisions breach of, the certificate of this Agreement and formation, bylaws or other organizational documents of the Ancillary Agreements to which it is a party will notCompany or its Subsidiaries, (b) conflict with, with or result in any violation ofof any provision of any Law, Permit or Governmental Order applicable to the Company or its Subsidiaries, or any of their respective properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any term payment, posting of collateral (or provision right to require the posting of collateral), time of payment, vesting or increase in the creation amount of any Encumbrance upon compensation or benefit payable pursuant to, any of the assets terms, conditions or provisions of any Contract of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Subtype described in Section 5.12(a), any provision of (i) the Amended and Restated Certificate of Incorporation of the Companywhether or not set forth on Schedule 5.12(a), the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its them or any of their respective assets are or properties may be bound or affected or (Bd) result in the creation of any Law Lien upon any of the properties, equity interests or Judgment, in each case applicable to assets of the Company or any of its Subsidiaries or its or their respective assetsSubsidiaries, other than, except (in the case of this clause clauses (b), (c) or (d) above) for such violations, conflicts, breaches or defaults which, individually or in the aggregate, would not (i) be material to the Company and its Subsidiaries, taken as a whole, or (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a materially adversely affect the ability of the Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations or comply with on a timely basis any material obligation under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyTransactions.

No Conflict. The execution, execution and delivery and performance of this Agreement by the Company do not, and the performance of this Agreement by the Company and the Ancillary Agreements to which it is a party do not, Offer and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, (a) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of violate the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation or the Company Bylaws, (b) assuming compliance with Section 4.5 hereof, conflict with or violate any United States federal, state or local or any foreign statute, law, rule, regulation, ordinance, code or any other requirement or rule of law (a “Law”) or any charge, order, writ, injunction, judgment, guideline, guidance, decree, ruling, determination, directive, award or settlement, whether civil, criminal or administrative (an “Order”), or any rule or regulation of any securities exchange on which the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries ’s Common Stock is a party or by which any of its or their respective assets are bound or (B) any Law or Judgmentlisted for trading, in each case applicable to the Company or by which any property or asset of the Company is bound or affected, (c) result in a breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in the triggering of any payment or other obligation or any right of consent, or result in the creation of a Lien on any property or asset of the Company pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company is a party or by which the Company or any property or asset of the Company is bound or affected (including any Company Material Contract (as defined in Section 4.13(a)) and any Company Permit (as defined in Section 4.6(b))), or (d) result in the loss of or otherwise impair the right, title or interest of the Company in and to any of its Subsidiaries or its or their respective assetsthe material Company IP, other thanexcept, in the case of this clause clauses (iia), (b) and (c) above, for any such conflicts, violations, defaultsbreaches, rights, losses, amendments defaults or Encumbrances that (x) other occurrences which have not had and would are not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 5.8, none of the execution, delivery and or performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transaction contemplated by this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, conflict with or give rise to a right of termination, cancellation or acceleration of violate any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company Charter or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of Bylaws in any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and material respect. Except as would not have or reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No PermitEffect, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any none of its Subsidiaries in connection with the execution, delivery and or performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger Merger, the Offer or the any other transactions transaction contemplated by this Agreement will (with or the Ancillary Agreements to which it is a partywithout notice or lapse of time, except for or both), (Ia) the filing of a premerger notification assuming that all consents, approvals, authorizations and report form by the Company permits described in Section 4.5 have been obtained and the termination or expiration of all filings and notifications described in Section 4.5 have been made and any waiting periods under thereunder have terminated or expired, and any other condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any Law applicable to the HSR ActCompany or any Company Subsidiary or any of their respective properties or assets or (b) 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 or default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (IIother than Permitted Liens) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing upon any of the Certificate of Merger with the Secretary of State respective properties or assets of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in Company or any Company Subsidiary pursuant to any Company Material Contract or Company Real Property Lease to which the Company or any Company Subsidiary is a party or by which they or any of its Subsidiaries is qualified to do business, (IV) their respective properties or assets may be bound or any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a material Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyPermit.

No Conflict. The execution, Neither the execution and delivery and performance of this Agreement by the Company nor the consummation by the Company of this Agreement and the Ancillary Agreements to which it is a party do notTransactions, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions nor performance of this Agreement and by the Ancillary Agreements to which it is a party Company will not, (a) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to violate the loss of a benefit under, or result in the amendment of any term or provision of Company Organizational Documents or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable equivalent organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentenceCompany Subsidiary, (Ab) assuming receipt of the approvals referenced in Section 4.6, if required for consummation of the Merger, conflict with or violate any Contract to United States federal, state or local or any foreign statute, law, rule, regulation, ordinance, code or any other requirement or rule of law including Regulatory Laws (each, a “Law”) or any charge, temporary restraining order or other order, writ, injunction (whether preliminary, permanent or otherwise), judgment, guideline, doctrine, guidance, decree, ruling, determination, directive, corporate integrity agreement or similar agreement, award or settlement, whether civil, criminal or administrative (each, an “Order”), or any rule or regulation of any securities exchange on which the Company or any of its Subsidiaries Common Stock is a party or by which any of its or their respective assets are bound or (B) any Law or Judgmentlisted for trading, in each case applicable to the Company or any Company Subsidiary or by which any property or asset of its Subsidiaries the Company or its any Company Subsidiary is bound or their respective assetsaffected, or (c) result in a breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in the triggering of any payment or other thanobligation or any right of consent, or result in the creation of a Lien (other than Permitted Liens) on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, sublease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of any of them is bound or affected (including any Company Material Contract and any permits), except, in the case of this clause clauses (iib) and (c), for any such conflicts, violations, defaultsbreaches, rights, losses, amendments defaults or Encumbrances that (x) other occurrences which have not had had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The executionExcept as set forth on Schedule ‎4.4 subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section ‎4.5 or on Schedule ‎4.5, the execution and delivery and performance by the Company of this Agreement and the Ancillary other Transaction Agreements to which it is or will be a party do not, by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby do not and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, as of the Closing, (a) conflict with, or result in contravene, violate any violation of, or default (with or without notice or lapse provision of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of breach of, any term applicable Law to which the Company or provision of or the creation of any Encumbrance upon any of the assets its Subsidiaries is subject or by which any property or asset of the Company or any of its Subsidiaries under is bound, (b) conflict with the certificate of incorporation, bylaws or other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws Organizational Documents of the Company or the comparable organizational documents of any of its Subsidiaries Subsidiaries, (c) conflict with, violate any provision of, result in a breach of, constitute a default (or (iian event which, with or without notice, lapse of time or both, would become a default) subject under, require a consent under, give to the filings and other matters referred to any person any right or obligation of acceleration, termination, modification or cancellation, payment or loss of material benefit under, result in the immediately following sentencecreation of any Lien (other than Permitted Liens) under, (A) or terminate or result in the termination of, any Contract to which the Company or any of its Subsidiaries is bound, or (d) result in a party violation or by which revocation of any required Permit, except to the extent that the occurrence of any of its or their respective assets are bound or (B) any Law or Judgment, the foregoing items set forth in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (iiclauses ‎(a), any such conflicts, violations, defaults, rights, losses, amendments ‎(c) or Encumbrances that (x‎(d) have not had and would not reasonably be expected to individually or in the aggregate have (x) a material adverse effect on the ability of the Company Material Adverse Effect or (y) would not materially impair the Company’s ability to enter into and perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this other Transaction Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair be material to the Company’s ability to perform Company and its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebySubsidiaries, taken as a whole.

No Conflict. The execution(a) Except as disclosed in Section 6.6 of the Quest Disclosure Letter, neither the execution and delivery by Quest and performance by the Company MergerSub of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation by any of them of the Merger and the other transactions contemplated hereby and thereby and compliance by this Agreement in accordance with the terms hereof will (i) conflict with or result in a breach of any provisions of this Agreement and the Ancillary Agreements to which it is a party will notarticles or certificate of incorporation or bylaws of Quest or MergerSub or the limited partnership agreement or certificate of limited partnership of either Quest Midstream MLP or the MLP; (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties of Quest or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of the Company otherwise result in a detriment to Quest or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)under, any provision of (i) the Amended and Restated Certificate of Incorporation of the Companyterms, the Amended and Restated By-Laws conditions or provisions of, any note, bond, mortgage, indenture, deed of the Company trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or the comparable organizational documents other instrument or obligation to which Quest or any of its Subsidiaries is a party, or by which Quest or any of its Subsidiaries or any of their properties may be bound or affected; or (iiiii) subject to the filings and other matters referred to in the immediately following sentenceSection 6.6(b), (A) contravene or conflict with or constitute a violation of any Contract provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to which the Company Quest or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or JudgmentSubsidiaries, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other thanexcept as, in the case of this matters described in clause (ii) or (iii), any such conflictsindividually or in the aggregate, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would are not reasonably be expected likely to have a Company Quest Material Adverse Effect Effect. (b) Neither the execution and delivery by Quest or (y) would not materially impair the Company’s ability to perform its obligations under MergerSub of this Agreement or nor the Ancillary Agreements to which it is a party or consummate consummation by either of them of the transactions contemplated hereby or thereby. No Permitin accordance with the terms hereof will require any consent, order approval, qualification or authorization of, or registration, declaration filing or filing registration with, any court or notice togovernmental or regulatory authority, any Governmental Entity is required to be obtained or made by or with respect to other than (i) the Company or any of its Subsidiaries in connection with the executionRegulatory Filings, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (Iii) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing listing application with the SEC of (x) the Joint Proxy Statement NASDAQ Stock Market pursuant to Section 7.9, and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (IIIiii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, except for any consent, approval, qualification or authorization the failure to obtain which, and for any filing or registration the failure to make which, has not had and is not reasonably likely to have a Quest Material Adverse Effect. (c) This Agreement, the Merger and the transactions contemplated hereby do not, and will not, upon consummation of appropriate documents such transactions in accordance with their terms, result in any "change of control" or similar event or circumstance under (i) the relevant authorities terms of other jurisdictions in any Quest Material Contract or (ii) any contract or plan under which the Company any employees, officers or directors of Quest or any of its Subsidiaries is qualified are entitled to do businesspayments or benefits, which, in the case of either clause (IVi) or (ii), gives rise to rights or benefits not otherwise available absent such change of control or similar event and requires either a cash payment or an accounting charge in accordance with U.S. generally accepted accounting principles, or (iii) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebymaterial Quest Permit.

No Conflict. The execution, execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements any Related Agreement to which it the Company is a party do notand, subject to obtaining the Required Stockholder Vote, the Required Contract Consents and the Israeli Required Consents, the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance thereby, will not conflict with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, of or default under (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of any obligation or to the loss of a any benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Subevent, a "CONFLICT"), (a) any provision of (i) the Amended and Restated Certificate of Incorporation Charter Documents of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (Ab) any Contract mortgage, indenture, lease, contract, covenant, plan, insurance policy or other agreement, instrument, arrangement, understanding or commitment, permit, concession, franchise or license (each a "CONTRACT" and collectively the "CONTRACTS") to which the Company or any of its Subsidiaries is a party or by which any of its respective properties or their respective assets (whether tangible or intangible) are bound bound, or (Bc) any Law judgment, order, decree, statute, law, ordinance, rule or Judgment, in each case regulation applicable to the Company or any of its Subsidiaries properties (whether tangible or intangible) or assets. The Company is in material compliance with and has not breached, violated or defaulted under, or received written or, to its Knowledge, oral notice that it has breached, violated or their respective assetsdefaulted under, other than, any of the terms or conditions of any Material Contract (as defined in the case of this clause (iiSECTION 2.14), nor does the Company have Knowledge of any event that would constitute such conflictsa breach, violationsviolation or default with the lapse of time, defaults, rights, losses, amendments giving of notice or Encumbrances that (x) have not had both. Each Material Contract is in full force and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair effect. To the Knowledge of the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a , no party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect obligated to the Company pursuant to any Material Contract is subject to any breach, violation or default thereunder. SECTION 2.5 of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any of its Subsidiaries Contracts as are required thereunder in connection with the executionMerger, delivery or for any such Contract to remain in full force and performance of this Agreement by effect without limitation, modification or alteration after the Effective Time so as to preserve all rights of, and benefits to, the Company under such Contracts from and after the Effective Time. Following the Effective Time, the Surviving Corporation will be permitted to exercise all of its rights under the Company's Contracts without the payment of any additional amounts or any of the Ancillary Agreements to consideration other than ongoing fees, royalties or payments which it is a party or the consummation by the Company would otherwise be required to pay pursuant to the terms of such Contracts had the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyoccurred.

No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it the Company or the Seller is a party do notparty, and the consummation by the Seller and the Company of the Merger and the other transactions contemplated hereby and thereby do not and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without the giving of notice or the lapse of time, or both, (w) violate any provision of law, rule or regulation to which the Company is subject, (x) violate any order, judgment, or decree applicable to the Company, (y) violate any provision of the articles of incorporation, bylaws or other governance documents of the Company or (z) except as disclosed on Schedule 4.3 of the Disclosure Schedules, violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or give rise to a right require the consent of terminationany third party under, or result in or permit the cancellation, termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation or acceleration of performance of any obligation or to the loss of a benefit under, or result in the amendment of any term creation or provision of or the creation imposition of any Encumbrance of any nature whatsoever upon any of the assets of the Company or property, whether tangible or intangible, or give to others any interests or rights therein under, any governmental or other permits, registrations, certificates, certifications, exemptions, licenses, approvals or authorizations or any indenture, deed of its Subsidiaries under (trust, mortgage, loan or credit agreement, contract, lease, or other than any such Encumbrance created because of any action taken by Parent agreement, instrument or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract commitment to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are the Company may be bound or affected, except for any such violations, breaches, defaults, required consents, terminations, accelerations, Encumbrances or rights that in the aggregate would not (Bi) any Law materially hinder or Judgment, in each case applicable to impair the ability of the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability Seller to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its their obligations under this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby or therebythereby or (ii) be material to the business of the Company.

No Conflict. The execution, Neither the execution and delivery and performance by the Company of this Agreement and or the Ancillary Agreements to which it is a party do not, and Related Documents nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance will, with the passage of time or notice or both, directly or indirectly (i) violate or conflict with any provisions of this Agreement the incorporation or organizational documents, as applicable, of either of the Acquired Companies or of the Seller, or any resolution adopted and still in force and effect by the Ancillary Agreements board of directors or the stockholders of any of the Seller, CCI, the Company or Parent (ii) result in a breach of any of the terms or provisions of, or constitute a violation or default under, or conflict with, any Law applicable to the Seller, Parent or the Acquired Companies or any judgment, decree, Order or award of any Governmental Authority or arbitrator to which it any one or more of the Seller, Parent or the Acquired Companies is a party will notor may be bound, (iii) violate, or be in conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment termination of, accelerate the performance required by, cause the acceleration of the maturity of any term liability or provision obligation, or result in the creation or imposition of any Lien upon the Shares, the Seller’s Company Shares, the Company Common Stock or the creation Assets under any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, understanding, or other agreement to which any Encumbrance upon any one or more of the assets of Seller, CCI, the Company or Parent is a party (including the Material Contracts) or to which any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent one or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation more of the CompanySeller, the Amended and Restated By-Laws of CCI the Company or the comparable organizational documents of any of its Subsidiaries Parent may be bound or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract affected or to which the Company Shares or the Assets may be subject; (iv) cause the Buyer to become subject to, or liable for, the payment of any of its Subsidiaries is a party Tax; (v) violate or by which any of its conflict with the terms of, or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, result in the case right of this clause (ii)a Governmental Authority to terminate, suspend or materially modify any such conflicts, violations, defaults, rights, losses, amendments Permit or Encumbrances that (x) have not had and would not reasonably be expected other authorization of any Governmental Authority relating to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement Business or the Ancillary Agreements to which it is a party Assets owned or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement used by the Company or any in the conduct of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyBusiness.

No Conflict. The executionCompany is not in violation or default of any provision of its Certificate of Incorporation or Bylaws, each as amended and in effect as of the Closing. The execution and delivery and performance of this Agreement by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance will not conflict with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any breach, violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the a loss of a benefit under, (i) any provision of the Certificate of Incorporation or Bylaws of the Company or (ii) any agreement or instrument, permit, franchise, license, judgment, order, statute, law, ordinance, rule or regulations applicable to the Company, any Subsidiary or any of their properties or assets, or (iii) any applicable law (as defined below) or any applicable judgment, order or decree of any governmental authority, except in the case of clause (ii) to the extent that such violations and defaults would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company, such Subsidiary and their properties and assets. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby will not or result in the amendment of any term or provision of or the creation of any Encumbrance material lien, claim or encumbrance or other rights upon any of the properties or assets of the Company Company, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to the Company, its business or operations, or any of its Subsidiaries under (other than any such Encumbrance created because of assets or properties. Neither the Company nor Subsidiary has taken any action taken by Parent or Merger Sub)failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any provision of (i) the Amended and Restated Certificate of Incorporation of the Companyagreement, the Amended and Restated By-Laws of the Company indenture or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract instrument to which the Company or any of its Subsidiaries Subsidiary is a party or by which any property or assets of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries Subsidiary is bound or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a partyaffected, except for (I) possible defaults as would not, individually or in the filing aggregate, have a material adverse effect on the Company, such Subsidiary and their properties and assets. The businesses of a premerger notification and report form by the Company and the termination or expiration Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Purchaser owns any of the Shares, in violation of any waiting periods under the HSR Actlaw, (II) the filing with the SEC ordinance or regulation of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebygovernmental entity.

No Conflict. The executionSubject to the entry of the Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 14-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), as applicable, and except as set forth on Schedule 4(f), the distribution of the Rights, the issuance, sale and delivery of New Common Stock upon exercise of the Rights, the issuance, sale and performance delivery of New Convertible Preferred Stock hereunder, and the consummation of each of the Rights Offering and the Preferred Stock Offering by the Company and the execution and delivery (or, with respect to the First Amended Plan, the filing) by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, First Amended Plan and compliance by the Debtors with all of the provisions hereof and thereof and the consummation of the Merger and the other transactions contemplated hereby herein and thereby therein do not and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not: (i) violate (A) any provision of any Law applicable to the Company or any of its Subsidiaries, (B) any of the Organizational Documents of the Company or any of its Subsidiaries, or (C) any order, judgment or decree of any court or other agency of government binding on the Company or any of its Subsidiaries; (ii) conflict with, or result in any violation of, a breach of or default constitute (with or without due notice or lapse of time, time or both) under, a default under any Contractual Obligation of the Company or give rise to a right any of termination, cancellation its Subsidiaries; (iii) result in or acceleration require the creation or imposition of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance Lien upon any of the properties or assets of the Company or any of its Subsidiaries under (other than any such Encumbrance Liens created because under the Credit Agreement); or (iv) require any approval of stockholders, members or partners or any approval or consent of any action taken by Parent or Merger Sub), Person under any provision Contractual Obligation of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party Subsidiaries, except for such approvals or by consents which will be obtained on or before the Effective Date and which are set forth on Schedule 4(f), except in any of its such case described in subclause (i)(A), (i)(C) or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The execution, (a) Neither the execution and delivery and performance by the Company ▇▇▇▇▇▇ of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation by ▇▇▇▇▇▇ of the Merger and the other transactions contemplated hereby and thereby and compliance in accordance with the terms hereof will (i) subject to the approvals referred to in Section 5.20, conflict with or result in a breach of any provisions of this Agreement and the Ancillary Agreements to which it is a party will notcertificate of incorporation or bylaws of ▇▇▇▇▇▇; (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or amendment, or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties of ▇▇▇▇▇▇ or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of the Company otherwise result in a detriment to ▇▇▇▇▇▇ or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)under, any provision of (i) the Amended and Restated Certificate of Incorporation of the Companyterms, the Amended and Restated By-Laws conditions or provisions of, any note, bond, mortgage, indenture, deed of the Company trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or the comparable organizational documents other instrument or obligation to which ▇▇▇▇▇▇ or any of its Subsidiaries is a party, or by which ▇▇▇▇▇▇ or any of its Subsidiaries or any of their properties may be bound or affected; or (iiiii) subject to the filings and other matters referred to in the immediately following sentenceSection 5.6(b), (A) contravene or conflict with or constitute a violation of any Contract provision of any law, rule, regulation, judgment, order or decree binding upon or applicable to which the Company ▇▇▇▇▇▇ or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or JudgmentSubsidiaries, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other thanexcept, in the case of this matters described in clause (ii) or (iii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and as would not reasonably be expected to have have, individually or in the aggregate, a Company ▇▇▇▇▇▇ Material Adverse Effect or Effect. (yb) would not materially impair Neither the Company’s ability to perform its obligations under execution and delivery by ▇▇▇▇▇▇ of this Agreement or nor the Ancillary Agreements to which it is a party or consummate consummation by ▇▇▇▇▇▇ of the transactions contemplated hereby or thereby. No Permitin accordance with the terms hereof will require any consent, order approval, qualification or authorization of, or registration, declaration filing or filing registration with, any court or notice togovernmental or regulatory authority, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for than (Ii) the filing of a premerger notification and report form by the Company and the termination or expiration Certificate of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement Merger provided for in Section 1.3 and (yii) such reports or other applicable filings required under the Exchange Act, the Securities Act, or applicable state securities Laws or “blue sky” laws as may be required in connection with this Agreementand "Blue Sky" laws, ((i) through (ii) collectively, the Ancillary Agreements and the transactions contemplated hereby and thereby"Regulatory Filings"), (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company except for any consent, approval, qualification or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices authorization the failure of which to be obtained obtain and for any filing or made (x) has registration the failure of which to make does not and would is not reasonably be expected likely to have a Company ▇▇▇▇▇▇ Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The Assuming that all consents, approvals, authorizations and other actions described in Section 2.05 have been obtained and all filings and notifications listed in Section 2.05 of the Disclosure Schedule have been made, except as may result from any facts or circumstances relating solely to the Purchaser, the execution, delivery and performance by the Company of this Agreement, the Assignment and Assumption Agreement and the Ancillary Agreements to which it is a party do not, by the Seller and the consummation Company, as the case may be, do not and will not (a) violate, conflict with or result in the breach of any provision of the Merger and Certificate of Incorporation or By-laws of the other transactions contemplated hereby and thereby and compliance Seller or the Certificate of Formation or the Operating Agreement of the Company, as the case may be, (b) conflict with or violate any Law or Governmental Order applicable to the provisions of this Agreement and Seller, the Ancillary Agreements to which it is a party will notCompany, the Assets or the Component Business, or (c) conflict with, or result in any violation breach of, or constitute a default (or event which with or without the giving of notice or lapse of time, or both, would become a default) under, require any consent (except as set forth in Sections 2.17(g) and 2.19(b) of the Disclosure Schedule) under, or give rise to a right others any rights of termination, amendment, acceleration, suspension, revocation or cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the amendment of any term or provision of or the creation of any Encumbrance upon on any of the assets Assets or properties of the Seller or the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)relating to the Component Business pursuant to, any provision of (i) the Amended and Restated Certificate of Incorporation of the Companynote, the Amended and Restated By-Laws of the Company bond, mortgage or the comparable organizational documents of any of its Subsidiaries indenture, contract, agreement, lease, sublease, license, permit, franchise or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract instrument or arrangement to which the Seller or the Company or any of its Subsidiaries is a party or by which any of its such Assets or their respective assets are properties is bound or (B) any Law or Judgmentaffected, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, except in the case of this clause clauses (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that b) and (xc) have not had and as would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The executionexecution and delivery of any Ancillary Agreements to which the Company is a party by the Company does not, delivery and the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated by this Agreement and the or any Ancillary Agreements Agreement to which it is a party do not(in each case, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without the giving of notice or lapse of time, or both) underwill not, directly or indirectly, (i) violate, contravene or conflict with, or give rise to result in a right breach of any provision of the Company’s memorandum and articles of association, (ii) violate, conflict with or result in a breach of or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation cancellation, notification, amendment, modification, imposition of additional obligations or acceleration of any obligation or to the loss of a benefit underrights, or result in the amendment of any term or provision of or the creation of an Encumbrance pursuant to, or require a consent to assignment, under any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentenceMaterial Contract, (Aiii) violate, contravene or conflict with any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Applicable Law or Judgment, in each case Order applicable to the Company or the Company Business or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability assets or properties or give any Governmental Authority or other Person the right to perform its obligations under challenge any of the transactions contemplated by this Agreement or any Ancillary Agreement or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under any Applicable Law or Order or (iv) result in the Ancillary Agreements to which it is a party creation or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, imposition of any Governmental Entity is required to be obtained or made by or with respect to Encumbrances upon the Company Shares or any of its Subsidiaries the properties, rights or assets owned, leased, licensed or used by the Company, except in each case under (ii) and (iii) above, where such violation, conflict, breach or other result would not be material to the Company. Schedule 3.5 of the Seller Disclosure Letter sets forth all consents, waivers, assignments and other approvals and actions that are required in connection with the execution, delivery and performance of transactions contemplated by this Agreement by the Company or any of the Ancillary Agreements under any Company Material Contract (collectively, “Consents”) in order to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a partypreserve all material rights of, except for (I) the filing of a premerger notification and report form by material benefits to, the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which to permit the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under operate the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyBusiness.

No Conflict. The execution, Neither the execution nor delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation or performance of any of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will notContemplated Transactions will, conflict with, directly or result in any violation of, or default indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any provision of the certificate of incorporation, certificate of formation or charter (or similar organizational documents) or bylaws or operating agreement, each as in effect on the date hereof, or bothany currently effective resolution adopted by the board of directors, shareholders, manager or members of, Nicolet or any of its Subsidiaries; (b) assuming receipt of the Requisite Regulatory Approvals, contravene, conflict with or result in a violation of, or give any Regulatory Authority or other Person the valid and enforceable right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Nicolet or any of its Subsidiaries, or any of their respective assets that are owned or used by them, may be subject, except for any contravention, conflict or violation that is permissible by virtue of obtaining the Requisite Regulatory Approvals; (c) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or give rise to a right of terminationaccelerate the maturity or performance of, cancellation or acceleration of any obligation or to the loss of a benefit undercancel, terminate or modify any Nicolet Material Contract; or (d) result in the amendment of any term or provision of or the creation of any Encumbrance material lien, charge or encumbrance upon or with respect to any of the assets of the Company owned or used by Nicolet or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) Subsidiaries. Except for the Amended and Restated Certificate of Incorporation of the CompanyRequisite Regulatory Approvals, the Amended Registration Statement and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentencestock exchange listing required under Section 6.5, (A) any Contract to which the Company or neither Nicolet nor any of its Subsidiaries is a party or by which will be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party consummation or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyContemplated Transactions.

No Conflict. (a) The execution, execution and delivery and performance by the Company of this Agreement Agreement, the execution and delivery by the Ancillary Agreements Company of each of the other Transaction Documents to which it is or will be a party do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon lien or encumbrance pursuant to (i) any provision of the assets certificate of incorporation or bylaws or comparable organizational documents of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)subsidiaries, any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and any loan or credit agreement, note, mortgage, indenture, lease or other matters referred to in the immediately following sentenceagreement, (A) any Contract obligation or instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of its or their respective properties or assets are bound may be bound, or (Biii) any Law law, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or Judgment, in each case regulation applicable to the Company or any of its Subsidiaries or its subsidiaries or their respective properties or assets, other than, except in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) which would not materially impair the Company’s ability to perform fulfill its obligations under this Agreement the Transaction Documents or have a material effect on the Ancillary Agreements to which it is business or operations of the Company and its subsidiaries, taken as a party or consummate the transactions contemplated hereby or thereby. whole. (b) No Permitconsent, approval, order or authorization of, notice to, or registration, declaration or filing withwith any court, administrative agency or notice tocommission or other governmental authority or instrumentality, domestic or foreign, including any Governmental Entity industry self-regulatory organization (a “governmental authority”) is required to be obtained or made by or with respect to the Company or any of its Subsidiaries subsidiaries in connection with the execution, execution and delivery and performance by the Company of this Agreement by the Company or any of the Ancillary Agreements to which it is a party Transaction Documents or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing except for notice of listing of the Certificate Shares on the Nasdaq Global Market (“Nasdaq”) and any required notices of Merger sale of securities filed with the Secretary of State of the State of Delaware applicable Federal and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebystate securities agencies.

No Conflict. The execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement, the Amended and Restated Standstill Agreement, the Warrant Agreement and the Ancillary Agreements to which it is a party do notWarrants by the Company, the issuance of the Common Stock upon exercise of the Warrants in accordance with their terms and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance will not (i) conflict with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of any provision of the articles of incorporation or by-laws of the Company, (ii) result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of any obligation or to the loss of a any benefit underunder any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, purchase or sale order, instrument, permit, concession, franchise, right or license binding upon the Company or any of its Subsidiaries (other than, for the avoidance of doubt, the Confirmations relating to the Bond Hedge and Warrant Transactions) or result in the amendment of any term or provision of or the creation of any Encumbrance liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”) upon any of the properties, assets or rights of the Company or any of its Subsidiaries under Subsidiaries, or (other than any such Encumbrance created because iii) assuming (A) the accuracy of any action taken the representations made by Parent the Holders in Section 4 hereof, (B) the consents, approvals, orders and authorizations referred to in clauses (ii) and (iii) of Section 3.6 have been obtained and (C) the expiration or Merger Sub), any provision termination of applicable waiting periods referred to in clause (i) the Amended of Section 3.6, conflict with or violate any applicable federal, state, local or foreign or provincial law, statute, code, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with any Governmental Entity, including common law (collectively, “Laws” and Restated Certificate of Incorporation of the Companyeach, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentencea “Law”), (Ax) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause clauses (ii) and (iii), any such conflictsas would not, violationsindividually or in the aggregate, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports except that if KKR and any Affiliated Entity with respect to KKR Beneficially Own more than 10% of the Company’s Common Stock, certain funds advised or other applicable filings under managed by the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as Company’s Subsidiaries may be required in connection to take action with this Agreement, the Ancillary Agreements respect to securities sponsored by KKR and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyAffiliated Entities.

No Conflict. The execution, delivery and performance by Except for the Company receipt of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation any required approval of the Merger and the other transactions contemplated hereby and thereby and shareholders of REI, compliance with the provisions of this Agreement governmental and regulatory requirements described in Section 5.5 hereof and except for the Ancillary Agreements to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result obligations noted in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)REI Disclosure Schedule, any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with neither the execution, delivery and performance of this Agreement by the Company or any of the and REI Ancillary Agreements to which it is a party or by REI nor the consummation by the Company REI of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, will (IIIa) the filing conflict with, or result in a breach of, any of the Certificate terms, conditions or provisions of Merger with REI's Articles of Incorporation or Bylaws (or other organizational or charter documents), (b) conflict with, result in a breach or violation of, give rise to a termination right or a default under, result in the Secretary acceleration of State performance under (whether or not after the giving of the State notice or lapse of Delaware time or both), any mortgage, lien, lease, agreement, note, bond, indenture, guarantee or instrument or any license or franchise granted by or to a third party, in each case, that is material to REI's Business or that is referenced in REI Disclosure Schedule, (c) to REI and of appropriate documents with the relevant authorities of other jurisdictions Shareholders' Knowledge, conflict with, or result in a violation of, any statute, regulation, law, ordinance, writ, injunction, order, judgment or decree to which the Company REI or any of its Subsidiaries is qualified to do businessassets may be subject, (IVd) give rise to a declaration or imposition of any filings required under the rules and regulations lien, charge, security interest or encumbrance of any nature whatsoever upon any of the NASDAQ Global Marketassets of REI, and (Ve) adversely affect any franchise, license, permit or other governmental approval which is material to REI's Business or is necessary to enable REI to carry on its business as presently conducted or is required of any employee or agent of REI to enable each of them to carry out such Permitsperson's duties on behalf of REI, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (yf) would not materially impair require the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyconsent of any third party.

No Conflict. The execution(a) Except as set forth on Schedule 3.6(a) of the Company Disclosure Letter, neither the execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and nor the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby and compliance in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of this Agreement and the Ancillary Agreements to which it is a party will notcharter documents or bylaws of the Company or of the charter documents, bylaws or other organizational documents of any of its Subsidiaries; (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties of the Company or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of otherwise result in a detriment to the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent the terms, conditions or Merger Sub)provisions of, any provision note, bond, mortgage, indenture, deed of (i) the Amended and Restated Certificate of Incorporation of the Companytrust, the Amended and Restated By-Laws of the Company Permit, lease, contract, agreement, joint venture or the comparable organizational documents of any of its Subsidiaries other instrument or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract obligation to which the Company or any of its Subsidiaries is a party party, or by which the Company or any of its Subsidiaries or any of their respective assets are properties is bound or affected; or (Biii) contravene or conflict with or constitute a violation of any Law provision of any law, rule, regulation, judgment, order or Judgment, in each case decree binding upon or applicable to the Company or any of its Subsidiaries or its or their respective assetsSubsidiaries, other thanexcept, in the case of this matters described in clause (ii) or (iii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and as would not have or reasonably be expected to have a Company Material Adverse Effect or Effect. (yb) would not materially impair Neither the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made execution and delivery by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or nor the consummation by the Company of the Merger or the other transactions contemplated by hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than (i) the filings provided for in Article 1 of this Agreement Agreement, (ii) filings required under Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), and (iii) those consents or approvals set forth on Schedule 3.6(b) of the Ancillary Agreements to which it is a partyCompany Disclosure Letter (clauses (i)and (ii) collectively, the “Regulatory Filings,” and clause (iii), the “Required Consents”), except for (I) the filing of a premerger notification and report form by the Company and the termination any consent, approval or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices authorization the failure of which to be obtained obtain and for any filing or made (x) has not and registration the failure of which to make would not have or reasonably be expected to have a Company Material Adverse Effect Effect. (c) Other than as contemplated by Section 3.6(b) and the Company Requisite Vote, no consents, assignments, waivers, authorizations or (y) would not materially impair other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of the Company’s ability contracts or leases or for the Company to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby hereby, except where the failure to receive such consents or therebyother certificates would not have or reasonably be expected to have a Company Material Adverse Effect.

No Conflict. The execution, delivery and performance by the Company of this Agreement the Transaction Documents, the issuance and sale of the Ancillary Agreements to which it is a party do not, Offer Shares and compliance by the Company with the terms thereof and the consummation of the Merger transactions contemplated under the Transaction Documents, and the other transactions use and application of the proceeds from the Global Offering, as set forth in and contemplated hereby and thereby and compliance with by the provisions of this Agreement Registration Statement, the Disclosure Package and the Ancillary Agreements to which it is a party Prospectus do not and will not, whether with or without the giving of notice or passage of time or both, conflict with, with or result in any violation constitute a breach of, or default or Repayment Event (with or without notice or lapse of time, or bothas defined below) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment creation or imposition of any term lien, charge or provision of or the creation of any Encumbrance encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under the Group Entities pursuant to, the Agreements and Instruments (other than any except for such Encumbrance created because of any action taken by Parent conflicts, breaches, defaults or Merger SubRepayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any provision of (i) the Amended and Restated Certificate of Incorporation violation of the Companyprovisions of the charter, the Amended and Restated Byby-Laws laws or similar organizational document of the Company or the comparable organizational documents any law, statute, rule, regulation, judgment, order, writ or decree of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or therebyGovernmental Entity. No Permitconsent, order approval, authorization, order, registration or authorization of, qualification of or registration, declaration with any court or filing with, arbitrator or notice to, any Governmental Entity governmental or regulatory authority is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with for the execution, delivery and performance by the Company of this Agreement each of the Transaction Documents, the issuance and sale of the Offer Shares and the consummation of the transactions contemplated by the Transaction Documents except for such as have been obtained and for such consents, approvals, authorizations, orders, registrations or qualifications as may be required under U.S. state securities laws, such governmental authorizations as may be required under state securities or Blue Sky laws or any laws of jurisdictions outside the PRC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in connection with the purchase and distribution of the Offer Shares by the Underwriters, and such approval from the SEHK for the listing of and permission to deal in the Shares on the Main Board of the SEHK. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyGroup Entities.

No Conflict. The execution, None of the execution or delivery and performance by the Company of this Agreement and or the Ancillary Agreements to which it is a party do notRegistration Rights Agreement, and the performance by the Company of its obligations under this Agreement or the Registration Rights Agreement or the consummation by the Company of any of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of by this Agreement and or the Ancillary Agreements to which it is a party Registration Rights Agreement will not, (a) conflict with, or result in or constitute any violation of, or breach of or default (with or without notice or lapse of time, or both) under, or give rise (either with or without due notice or the passage of time or both or the happening or occurrence of any other event (including through the action or inaction of any person)) to a any right of termination, amendment, cancellation or acceleration of or any obligation to pay or to the loss of a benefit underrepay with respect to, or result in the amendment loss of any term or benefit under, any provision of (x) the articles of incorporation, bylaws or similar organizational documents of the creation Company or any of its subsidiaries or (y) any Encumbrance upon indenture, loan agreement, mortgage, guarantee, other indebtedness, lease or other agreement, contract, instrument, obligation, understanding or arrangement to which the Company or any of its subsidiaries is a party, or by which the Company or any of its subsidiaries may be bound, or to which any of the respective properties or assets of the Company or any of its Subsidiaries under subsidiaries may be subject, (each, a “Contract”); (b) conflict with, or result in or constitute any violation of, any award, decision, judgment, decree, injunction, writ, order, subpoena, ruling, verdict or arbitration award entered, issued, made or rendered by any federal, state, local or foreign government or any other than any such Encumbrance created because of any action taken by Parent or Merger SubGovernmental Entity (each an “Order”), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or JudgmentLaw, in each case applicable to the Company or any of its Subsidiaries subsidiaries, or its or to any of their respective properties or assets; (c) result in the creation or imposition of (or the obligation to create or impose) any Lien on any of the properties or assets of the Company or any of its subsidiaries; or (d) conflict with, or result in or constitute any violation of, or result in the termination, suspension or revocation of, any Authorization applicable to the Company or any of its subsidiaries, or to any of their respective properties or assets, or result in any other thanimpairment of the rights of the holder of any such Authorization, except in the case of this clause clauses (iia)(y), any (b), (c) and (d), where such conflictsconflict, violationsviolation, defaultsbreach, rightsdefault, lossestermination, amendments amendment, cancellation, acceleration, obligation to repay or Encumbrances that (x) have not had and loss of benefit, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The executiondistribution of the Subscription Rights, the execution and delivery and performance by the Company of this Agreement Agreement, the filing of the Plan with the Bankruptcy Court, and, subject to entry of the Confirmation Order and consummation of the Ancillary Agreements to which it is a party do notPlan, the sale, issuance and delivery of the Rights Offering Shares upon exercise of the Subscription Rights, the consummation of the Merger Rights Offering by the Reorganized Company, the sale, issuance and delivery of the other transactions contemplated hereby and thereby Backstop Shares pursuant to the terms hereof, the shares of New Common Equity issued pursuant to the Backstop Equity Premium and compliance by it with all of the provisions of this Agreement and the Ancillary Agreements to which it is a party Plan and the consummation of the transactions contemplated hereby and thereby: (i) will not, not conflict with, with or result in any a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both) under), or give rise result, except to a right of terminationthe extent expressly provided in or contemplated by the Plan, cancellation in the acceleration of, or acceleration the creation of any obligation or to the loss of a benefit lien under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)recourse liability under, any provision indenture, mortgage, deed of (i) the Amended and Restated Certificate of Incorporation of the Companytrust, the Amended and Restated By-Laws of the Company loan agreement or the comparable organizational documents of any of its Subsidiaries other agreement or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries subsidiaries is bound or to which any of their properties or assets is subject; (ii) will not result in any violation of the provisions of the organizational documents of the Company or any of its subsidiaries; and (iii) assuming the accuracy of the Backstop Parties’ representations and warranties in Section 6, will not result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, agency or official, including any political subdivision thereof or any federal, state, municipal, domestic or foreign court, arbitrator, or tribunal (“Governmental Entity”) having jurisdiction over the Company or any of its subsidiaries or any of their respective assetsproperties, other than, except in the any such case of this described in clause (iii) or clause (iii), any such conflictsas has not had, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have result in, individually or in the aggregate, a Company Material Adverse Effect Effect. “Material Adverse Effect” means any event or (y) development that would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a material adverse effect on (a) the business, operations, properties, assets or financial condition of the Company Material Adverse Effect and its subsidiaries, in each case taken as a whole; or (yb) would not materially impair the Company’s ability of the Company and its subsidiaries, in each case, taken as a whole, to consummate the transactions contemplated by the RSA and/or perform its their material obligations under this Agreement, except, in the case of (a) only, to the extent arising from or attributable to the following (either alone or in combination): (i) the filing, announcement and/or pendency of the Chapter 11 Cases (including emergence therefrom), actions taken in order to implement the Restructuring Transaction (as defined in the RSA) or any reasonably anticipated effects of such filing, announcement, pendency, emergence or actions or from any actions approved by the Bankruptcy Court; (ii) any epidemic, pandemic or disease outbreak (including the COVID-19 pandemic), or any Law, regulation, statute, directive, pronouncement or guideline issued by a Governmental Entity, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, “sheltering-in-place” or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including the COVID-19 pandemic) or any change in such Law, regulation, statute, directive, pronouncement or guideline or interpretation thereof following the date of this Agreement; (iii) any change after the date hereof in global, national or regional political or social conditions (including hostilities, acts of war, sabotage, terrorism or military actions, or any escalation or material worsening of any such hostilities, acts of war, sabotage, terrorism, military actions existing or underway or acts of God) or in the general business, market, financial or economic conditions affecting the industries, regions and markets in which the Debtors operate, including any change in the United States or applicable foreign economies or securities (including changes in the market price or trading volume of the claims or equity or debt securities of the Debtors), commodities or financial markets, or force majeure events or “acts of God”; (iv) the filing and/or announcement of the Plan, RSA and the other agreements and documents contemplated thereby, or any action contemplated by the Plan or RSA (including any agreements and documents contemplated thereby) that is made in compliance with the Bankruptcy Code; (v) any changes in applicable federal, state, local, or foreign law (including common law), statute, code, ordinance, rule, regulation, order, ruling, or judgment, in each case, that is validly adopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction (including the Bankruptcy Court) (collectively “Law”) or generally accepted accounting principles in the United States; (vi) declarations of national emergencies in the United States or natural disasters in the United States; (vii) any change resulting from the taking of any actions taken by the Company and/or its subsidiaries after the date hereof with the written consent of the Required Backstop Parties; or (viii) any events or developments arising from or related to the breach of this Agreement or the Ancillary Agreements or consummate RSA by the transactions contemplated hereby or therebyBackstop Parties; provided that the exceptions set forth in clauses (ii), (iii), (v) and (vi) of this definition shall not apply to the extent that such described change has a disproportionately adverse impact on the Debtors, taken as a whole, as compared to other companies in the industries in which the Debtors operate.

No Conflict. The execution, execution and delivery and performance of this Agreement by the Company does not, and the compliance with and performance of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with by the provisions of this Agreement and the Ancillary Agreements to which it is a party Company will not, (i) conflict with, or result in any violation or loss of benefit of, or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, cancellation or acceleration of any obligation under (any such event, a “Conflict”) any provision of the Certificate of Incorporation or Bylaws of the Company, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the loss of a benefit underterms, conditions or provisions of, or result in a change in the amendment of any term rights or provision of or the creation of any Encumbrance upon any obligations of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)parties to, any provision of (i) the Amended and Restated Certificate of Incorporation of the Companynote, the Amended and Restated By-Laws of the Company bond, mortgage, indenture, or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Material Contract to which the Company or any of its the Subsidiaries is a party or by which any of its them or any of their respective properties or assets are may be bound, (iii) violate any Law or Authorization applicable to the Company, any of the Subsidiaries or by which any of their respective properties or assets is bound or (Biv) result in the creation of any Law Lien on the assets or Judgment, in each case applicable to properties of the Company or any a Subsidiary. Section 3.5 of its Subsidiaries or its or their respective assetsthe Company Disclosure Schedule sets forth all notices to, other thanand all necessary consents, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had waivers and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization approvals of, or registration, declaration or filing with, or notice to, parties to any Governmental Entity is Material Contracts as are required to be obtained or made by or with respect to the Company or any of its Subsidiaries thereunder in connection with the executionMerger, delivery or for any such Material Contract to remain in full force and performance of this Agreement by the Company effect without limitation, modification or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for alteration (I) the filing of a premerger notification and report form by the Company and the termination or expiration including payment of any waiting periods under the HSR Actadditional amounts or consideration other than ongoing fees, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports royalties or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in payments which the Company or any of its Subsidiaries is qualified Subsidiaries, as the case may be, would otherwise be required to do business, (IV) any filings required under pay pursuant to the rules and regulations terms of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate Contracts had the transactions contemplated hereby or therebyby this Agreement not occurred) after the Effective Time so as to preserve all material rights of, and benefits to, the Company and its Subsidiaries, as the case may be, under such Material Contracts from and after the Effective Time. The Company has delivered a true and correct copy of the Certificate of Incorporation and Bylaws of the Company, each as amended to date, to Parent.

No Conflict. The execution, delivery and performance by Except as set forth in Section 2.3 of the Company Disclosure Schedule, neither the execution and the delivery of this Agreement and or the Company Ancillary Agreements to which it is a party do notby the Company, and nor the performance of its obligations hereunder or thereunder, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party Contemplated Transactions, will not, conflict with, directly or result in any violation of, or default indirectly (with or without notice or lapse of time, or both): (a) require any notice to be given under, contravene, conflict with, or result in a violation of any provision of, or give any Governmental Body or third party the right to challenge this Agreement, any Company Ancillary Agreement or any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Applicable Law or any judgment, decree or order of any Governmental Body by which the Company, any Subsidiary of the Company or any of their respective assets are bound; (b) contravene, conflict with, or result in a violation or breach of any provision of (i) the Certificate of Incorporation, bylaws or other governing documents of the Company, (ii) any resolution adopted by the Board of Directors of the Company (or any committee thereof) or the Stockholders or (iii) the corresponding governing documents or resolutions of any Subsidiary of the Company; (c) require any notice to be given under, contravene, conflict with, or result in a violation or breach of any provision of, or require the Consent of any third party under, or give rise a third party the right to declare a right of termination, cancellation default or acceleration of exercise any obligation or to the loss of a benefit remedy under, or to accelerate the maturity of or any performance under, or to cancel, terminate, or modify, any Material Contract to which the Company, any Subsidiary of the Company or any of their respective assets are bound; (d) result in the amendment of any term imposition or provision of or the creation of any Encumbrance Lien upon or with respect to any of the assets of the Company or any of its Subsidiaries under Subsidiaries; or (other than e) require any such Encumbrance created because of any action taken by Parent notice to be given under, contravene, conflict with, or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents result in a violation of any of its Subsidiaries the terms or (ii) subject requirements of, or give any Governmental Body the right to the filings and other matters referred challenge, revoke, withdraw, suspend, cancel, terminate, fail to in the immediately following sentencerenew or modify, (A) any Contract to which Governmental Authorization that is held by the Company or any of its Subsidiaries is a party Subsidiaries, or by which that otherwise relates to the business of, or any of its the assets owned or their respective assets are bound or (B) any Law or Judgmentused by, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebySubsidiaries.

No Conflict. The executionSubject to the entry of the Confirmation Order and the expiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), as applicable, the distribution of the Rights, the sale, issuance and delivery of the Shares upon exercise of the Rights, the consummation of the Rights Offering by the Company and performance the execution and delivery (or, with respect to the Plan, the filing) by the Company of this Agreement the Transaction Agreements and the Ancillary Agreements to which it is a party do not, Plan and compliance by the Company with all of the provisions hereof and thereof and the Preferred Term Sheet and the PFTS and the consummation of the Merger and the other transactions contemplated hereby herein and thereby therein (including compliance by the Investor and compliance Highland Capital with the provisions of this Agreement its obligations hereunder and the Ancillary Agreements to which it is a party thereunder) (i) will not, not conflict with, or result in any a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both) under), or give rise to a right of terminationresult, cancellation or acceleration of any obligation or except to the loss of a benefit under, or result extent to be specified in the amendment of any term or provision of Plan, in the acceleration of, or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)lien under, any provision indenture, mortgage, deed of (i) the Amended and Restated Certificate of Incorporation of the Companytrust, the Amended and Restated By-Laws of the Company loan agreement or the comparable organizational documents of any of its Subsidiaries other agreement or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its or their respective assets are Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (Bii) will not result in any Law violation of the provisions of the Certificate of Incorporation or JudgmentBylaws of the Company or any of its Subsidiaries, (iii) will not result in each case applicable to any material violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or its any of their properties, and (iv) will not trigger the distribution under the Existing Shareholders Rights Plan of Rights Certificates (as defined therein) or their respective assets, other than, otherwise result in the case of this clause (ii)Investor being or becoming an Acquiring Person, except in any such conflictscase described in subclause (i) for any conflict, violationsbreach, defaultsviolation, rightsdefault, losses, amendments acceleration or Encumbrances that (x) have lien which has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.

No Conflict. The execution, delivery and performance by Neither the Company nor any Subsidiary of this Agreement and the Ancillary Agreements Company is (1) in violation of its charter or statute, as applicable, or by-laws (or other similar organizational documents), (2) in violation or default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it the Company or any of its Subsidiaries is a party do notor by which or any of them may be bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements or to which it is a party will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the property or assets of the Company or any of its Subsidiaries under subsidiaries is subject (other than any such Encumbrance created because of any action taken by Parent or Merger Subcollectively, "Agreements and Instruments"), any provision except, with respect to clause (2) only, for such violations or defaults which, whether individually or in the aggregate, do not or would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreement. Assuming (i) the Amended and Restated Certificate of Incorporation approval of the Company's stockholders as contemplated by Section 8.4, (ii) the filings required under the Exchange Act relating to the Offer, the Amended Proxy Statement and Restated By-Laws the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any violation of or conflict with, or constitute a default under, the comparable charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries Subsidiaries) or (ii) subject to result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the filings Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or other obligation or right (excluding options, restricted stock, employment contracts and other matters referred to employee related obligations or rights which are addressed in the immediately following sentence, (ASection 6.9) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its the assets or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any properties of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified bound, or any instrument or Law, or result in the creation of (or impose any obligation on the Company or any of its Subsidiaries to do business, (IVcreate) any filings required under the rules and regulations mortgage, lien, charge, security interest or other encumbrance upon any of the NASDAQ Global Marketproperties or assets of the Company or any of its Subsidiaries pursuant to any such term, and (V) such Permitsexcept where any of the foregoing, orders individually or authorizations of or registrationsin the aggregate, declarations or filings with and notices the failure of which to be obtained or made (x) has does not and would not reasonably be expected to (i) have a Company Material Adverse Effect or (yii) would not prevent or materially impair delay the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate consummation of the transactions contemplated hereby or therebyby this Agreement.

No Conflict. The execution(a) Except as set forth on Schedule 4.8 attached hereto, the execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do notAgreement, any other agreement contemplated herein, and the consummation of the Merger and the other transactions contemplated hereby and or thereby and the compliance by the parties to such agreements with the provisions terms thereof will not (i) violate any provision of this Agreement and law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body (collectively, "Laws") applicable to the Ancillary Agreements to Company or any of its Subsidiaries, or any of the properties or assets of the Company or its Subsidiaries, except for such violations which it is would not have a party will notMaterial Adverse Effect on the Company, (ii) conflict with, with or result in any violation breach of any of the terms, conditions or provisions of, or default constitute (with or without due notice or lapse of time, or both) under, a default (or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of a benefit acceleration) under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon Encumbrances upon, any of the properties or assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract material contract to which the Company or any of its Subsidiaries is a party party, or by which (iii) violate the Certificate of Formation or Operating Agreement of the Company or certificate of incorporation or by-laws of any of its Subsidiaries. (b) Except as set forth on Schedule 4.8, no permit, authorization, consent or their respective assets are bound approval of or (B) by, or any Law notification of or Judgmentfiling with, in each case applicable to any governmental Person is required by the Company or any of in connection with its Subsidiaries or its or their respective assets, other than, in the case execution and delivery of this clause (ii)Agreement, any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement exhibit hereto or the Ancillary Agreements to which it is a party or consummate consummation of the transactions contemplated hereby or thereby, except as would not have a Material Adverse Effect on the Company. No Permitpermit, order authorization, consent or authorization ofapproval of or by, or registration, declaration any notification of or filing with, or notice to, any Governmental Entity Person (other than governmental Persons) is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement by the Company or Agreement, any of the Ancillary Agreements to which it is a party exhibit hereto or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or thereby.

No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby and Except for compliance with the provisions of this Agreement governmental and the Ancillary Agreements to which it is a party will notregulatory requirements described in Section 3.4 hereof, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with neither the execution, delivery and performance of this Agreement by and the Company or any of the iGo Ancillary Agreements to which it is a party or by iGo and Sub nor the consummation by the Company iGo and Sub of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and therebythereby will (a) conflict with, or result in a breach of, any of the terms, conditions or provisions of iGo's Certificate of Incorporation, Sub's Articles of Incorporation, iGo's Bylaws or Sub's Bylaws, (IIIb) conflict with, result in a breach or violation of, give rise to a termination right or a default under, or result in the filing acceleration of performance under (whether or not after the Certificate giving of Merger with the Secretary notice or lapse of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions time or both), any mortgage, lien, lease, agreement, note, bond, indenture, guarantee or CONFIDENTIAL TREATMENT REQUESTED instrument or any license or franchise granted by or to third party that is material to iGo's Business, (c) conflict with, or result in a violation of, any statute, regulation, law, ordinance, writ, injunction, order, judgment or decree to which the Company iGo or Sub or any of its Subsidiaries is qualified to do businesstheir respective assets may be subject, which conflict, breach, default or violation would materially and adversely affect iGo's Business, (IVd) give rise to a declaration or imposition of any filings required under the rules and regulations lien, charge, security interest or encumbrance of any nature whatsoever upon any of the NASDAQ Global Marketassets of iGo or Sub, (e) materially and (V) adversely affect any franchise, license, permit or other governmental approval which is material to iGo's Business or is necessary to enable iGo or Sub to carry on their respective businesses as presently conducted or is required of any employee or agent thereof to enable each of them to carry out such Permitsperson's duties on behalf of iGo or Sub, orders or authorizations of or registrationsas the case may be, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (yf) would not materially impair require the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyconsent of any third party.

No Conflict. The execution, delivery and performance by Except for the Company receipt of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation any required approval of the Merger and the other transactions shareholders of ARI as contemplated hereby and thereby by Section 1.8(a) hereof, and compliance with the provisions of this Agreement governmental and the Ancillary Agreements to which it is a party will notregulatory requirements described in Section 2.5 hereof, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which the Company or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with neither the execution, delivery and performance of this Agreement, the Merger Agreement by and the Company or any of the ARI Ancillary Agreements to which it is a party or by ARI nor the consummation by the Company ARI of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Subsequent Merger, will (IIIa) the filing conflict with, or result in a breach of, any of the Certificate terms, conditions or provisions of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company ARI's or any of its Subsidiaries is qualified to do businessARI's Subsidiaries' Articles of Incor poration or Bylaws (or other organizational or charter documents), (IVb) conflict with, result in a breach or violation of, give rise to a termination right or a default under, result in the acceleration of performance under (whether or not after the giving of notice or lapse of time or both), any filings required under mortgage, lien, lease, agreement, note, bond, indenture, guarantee or instrument or any license or franchise granted by or to a third party, in each case, that is material to ARI's Business or that is referenced in the rules and regulations ARI Disclosure Schedule, (c) conflict with, or result in a violation of, any statute, regulation, law, ordinance, writ, injunction, order, judgment or decree to which ARI or any ARI Subsidiary or any of their assets may be subject, (d) give rise to a declaration or imposition of any lien, charge, security interest or encumbrance of any nature whatsoever upon any of the NASDAQ Global Marketassets of ARI or any ARI Subsidiary, and (Ve) adversely affect, in any material respect, any franchise, license, permit or other governmental approval which is material to ARI's Business or is necessary to enable ARI or any ARI Subsidiary to carry on its business as presently conducted or is required of any employee or agent of ARI or any ARI Subsidiary to enable each of them to carry out such Permits, orders person's duties on behalf of ARI or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect any ARI Subsidiary or (yf) would not materially impair require the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyconsent of any third party.

No Conflict. The Except as set forth on Schedule 3.4, the execution, delivery and performance by the Company Seller of this Agreement and the Ancillary Agreements consummation by Seller of the transactions contemplated hereby: (i) will not violate any provision of law, rule or regulation, order, judgment or decree applicable to Seller or the Company; (ii) will not require any consent or approval of, or filing with or notice to, any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign (“Governmental Authority”) under any provision of law applicable to Seller or the Company, except for any consent, approval, filing or notice requirements that become applicable solely as a result of the specific regulatory status of the Buyer or its affiliates or which it is a party do notBuyer or its affiliates are otherwise required to obtain; (iii) will not violate any provision of the organizational documents of Seller or the Company; and (iv) will not require any consent or approval under, and the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not, not conflict with, or result in any violation the breach or termination of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any acceleration of the assets of performance by the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)Company Subsidiary under, any provision indenture, mortgage, deed of (i) the Amended and Restated Certificate of Incorporation of the Companytrust, the Amended and Restated By-Laws of the Company lease, license, franchise, contract, agreement or the comparable organizational documents of any of its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract instrument to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of its them, or any of their respective assets are bound bound, except, in the cases of clauses (i), (ii) and (iv), for any such violation, consent, approval, filing, notice, default or acceleration which would not, individually or in the aggregate, reasonably be expected to (a) prevent or materially delay Seller from performing its obligations hereunder in any material respect or (Bb) have a Material Adverse Effect; and (v) will not result in the creation of any Law Lien on any assets or Judgment, in each case applicable to properties of the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which it is a party, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebySubsidiary.

No Conflict. The Except as set forth on Schedule 4.2.b, the execution, delivery and performance by each of the Company Sellers of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby hereby, do not and thereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which it is a party will not: (i) violate, conflict with, or result in any breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of any Seller or its Subsidiaries, (ii) violate, conflict with, or result in a violation or breach of, or constitute a default (with or without due notice or lapse of time, time or both) under, or give rise permit the termination of, or result in the acceleration of, or entitle any party to accelerate (whether as a right result of termination, cancellation a change of control of a Seller or acceleration of otherwise) any obligation or to the loss of a benefit under, or result in the amendment loss of any term benefit under, or provision of give any Person the right to require any security to be repurchased under, or give rise to the creation of any Encumbrance Lien upon any of the assets Assets under, any of the Company terms, conditions, or any of its Subsidiaries under (other than any such Encumbrance created because provisions of any action taken by Parent or Merger Sub), any provision of (i) the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company or the comparable organizational documents Contractual Obligation of any of Seller or its Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract pursuant to which the Company any Seller or any of its Subsidiaries is a party or by which any of its or their respective assets are bound or (B) any Law or Judgment, in each case applicable to the Company or any of its Subsidiaries or its or their respective assets, other than, in the case of this clause (ii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements Assets may be bound or subjected, (iii) subject to making or obtaining the filings, registrations, consents, approvals, orders, authorizations and notices described in this Section 4.2.b., violate any order, writ, judgment, injunction, decree, statute, law, rule, or regulation, of any Governmental Authority applicable to any Seller or its Subsidiaries by which or to which it is a party or the consummation by the Company any of the Merger Assets is bound or the other transactions contemplated by this Agreement subject, or the Ancillary Agreements to which it is a party(iv) require any approval or consent of any Person under any Contractual Obligation of any Seller or its Subsidiaries, except for (I) the filing of a premerger notification and report form by the Company and the termination such approvals, waivers, or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which consents to be obtained on or made before the Closing Date (xwhich consist solely of Governmental Consents, and consent of the landlord under the San Diego Headquarters Lease) has not and would not reasonably be expected to have a Company Material Adverse Effect consents of lenders or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyagents for lenders set forth on Schedule 4.2.b.

No Conflict. The execution, (a) Neither the execution and delivery and performance by the Company of this Agreement and or the Ancillary Stock Option Agreements to which it is a party do not, and nor the consummation by the Company of the Merger and the other transactions contemplated hereby and or thereby and compliance in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of this Agreement and the Ancillary Agreements to which it is a party will notcertificate of incorporation or bylaws of the Company; (ii) violate, or conflict with, or result in a breach of any violation provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) underresult in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, cancellation or acceleration accelerate the performance required by, or result in the creation of any obligation Lien upon any of the properties of the Company or to the loss of a benefit its Subsidiaries under, or result in the amendment of any term being declared void, voidable, or provision of without further binding effect, or the creation of any Encumbrance upon any of the assets of otherwise result in a detriment to the Company or any of its Subsidiaries under (other than any such Encumbrance created because of any action taken by Parent or Merger Sub)under, any provision of (i) the Amended and Restated Certificate of Incorporation of the Companyterms, the Amended and Restated By-Laws conditions or provisions of, any note, bond, mortgage, indenture, deed of the Company trust, license, franchise, permit, lease, contract, agreement, joint venture or the comparable organizational documents of any of its Subsidiaries other instrument or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract obligation to which the Company or any of its Subsidiaries is a party party, or by which the Company or any of its Subsidiaries or any of their respective assets are properties is bound or affected; or (Biii) contravene or conflict with or constitute a violation of any Law provision of any law, rule, regulation, judgment, order or Judgment, in each case decree binding upon or applicable to the Company or any of its Subsidiaries or its or their respective assetsSubsidiaries, other thanexcept, in the case of this matters described in clause (ii) or (iii), any such conflicts, violations, defaults, rights, losses, amendments or Encumbrances that (x) have not had and as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect or Effect. (yb) would not materially impair Neither the Company’s ability to perform its obligations under execution and delivery by the Company of this Agreement or the Ancillary Stock Option Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or any of the Ancillary Agreements to which it is a party or nor the consummation by the Company of the Merger or the other transactions contemplated by this Agreement hereby or thereby in accordance with the Ancillary Agreements to which it is a partyterms hereof or thereof will require any consent, except for approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than (Ii) the filing of a premerger notification filings provided for in Article 1 and report form by the Company and the termination or expiration of any waiting periods (ii) filings required under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act"), (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, Act or applicable state securities Laws and "Blue Sky" laws and applicable foreign competition or “blue sky” antitrust laws as may ((i) and (ii) collectively, the "Regulatory Filings"), and listing on the NYSE of the Company Common Stock to be required in connection with this issued upon exercise of the option granted to Parent pursuant to the applicable Stock Option Agreement, the Ancillary Agreements and the transactions contemplated hereby and therebyexcept for any consent, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company approval or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NASDAQ Global Market, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices authorization the failure of which to be obtained obtain and for any filing or made (x) has not and registration the failure of which to make would not reasonably be expected to have a Company Material Adverse Effect or (y) would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or therebyEffect.