Common use of No Conflicts; Consents and Approvals Clause in Contracts

No Conflicts; Consents and Approvals. (a) Subject to obtaining Shareholder Approvals and the filing of the Charter Amendment, and except as disclosed in Schedule 3.6, neither the execution, delivery or performance of this Agreement or the Registration Rights Agreement by the Company nor the consummation of any of the Transactions will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or any Organizational Document of any of the Subsidiaries; (b) result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contractual Obligation or any Requirement of Law applicable to the Company or any of the Subsidiaries or any of their respective properties and assets, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents or waivers as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; (c) result in the imposition of any Lien upon any material properties or assets of the Company or any of the Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such properties or assets, (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting of any Employee Stock Options or Restricted Stock Awards.

No Conflicts; Consents and Approvals. (a) Subject Except as set forth on Schedule 3.8, and subject to obtaining Shareholder Approvals the consents and the filing of the Charter Amendmentapprovals referred to in Section 2.2(a), and except as disclosed in Schedule 3.6, neither the execution, delivery or and performance of this Agreement or the Registration Rights Agreement by and each other Transaction Document to which the Company nor or any of its Affiliates is or will be a party and the consummation of the transactions contemplated by this Agreement and by each other Transaction Document to which the Company or any of the Transactions its Affiliates is or will be a party does not and will not (ai) conflict with violate or violate any provision result in a breach of the certificate of incorporation or by-laws Governing Documents of the Company or any Organizational Document of any of the Subsidiariessuch Affiliate; (bii) violate or result in a material breach ofof or default under (whether with the giving of notice, constitute (with or without due notice or lapse the passage of time or both) any Material Contract or Real Property Agreement, or give rise to any right of termination, cancellation or acceleration, or give rise to a default undermaterial change in terms, thereunder; (iii) violate any Law applicable to, or result in the acceleration ofsuspension or revocation of any material Permit held by, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contractual Obligation or any Requirement of Law applicable to the Company or any of the Subsidiaries or any of their respective properties and assets, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents or waivers as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse EffectGroup Company; (civ) result in the imposition creation of any Lien upon any material properties or assets of any Group Company, other than Permitted Encumbrances; or (v) assuming the accuracy of the representations made by Investor and Investor Parent in this Agreement and in the A&R LLC Agreement, and other than such notices that have already been given, filings that have already been made and consents that have already been obtained, require the sending of any notice to, making of any filing with or obtaining of any consent or approval from any Governmental Authority or any other party to any Material Contract or Real Property Agreement, except, in the case of clauses (ii), (iii), (iv) and (v) (x) for filings pursuant to applicable securities laws or (y) as would not be materially adverse to the Company or its relevant Affiliate, including its ability to perform its obligations under this Agreement or any of the Subsidiariesother Transaction Documents to which it is or will be a party, which Lien would materially detract from or to the value or materially interfere with the use of such properties or assets, (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting of any Employee Stock Options or Restricted Stock AwardsProject.

No Conflicts; Consents and Approvals. (a) Subject Except as would not materially and adversely affect Parent’s or Purchaser’s ability to obtaining Shareholder Approvals and consummate the filing of the Charter Amendment, and except as disclosed in Schedule 3.6transactions contemplated hereby, neither the execution, execution and delivery or performance of this Agreement by Parent or the Registration Rights Agreement by the Company Purchaser nor the consummation of any of the Transactions transactions contemplated hereby will (a) violate or conflict with or violate result in any breach of any provision of the respective certificate of incorporation or by-laws bylaws (or other similar governing documents) of the Company Parent or any Organizational Document of any of the Subsidiaries; Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act and any Foreign Antitrust Laws, (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, or (iii) the filing and recordation of appropriate merger documents as required by the DGCL, (c) violate, conflict with or result in a breach of any provision of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, consent the passage of time or waiver underotherwise, would constitute a default or give rise to any Contractual Obligation or any Requirement of Law applicable to the Company or such right) under any of the Subsidiaries terms, conditions or provisions of any material Contract to which Parent or Purchaser or any of their respective properties and assets, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents Subsidiaries is a party or waivers as would not reasonably be expected, individually or in by which the aggregate, to have a Company Material Adverse Effect; (c) result in the imposition of any Lien upon any material properties or assets of the Company Parent or any of the Subsidiaries, which Lien would materially detract from the value their respective Subsidiaries may be bound or materially interfere with the use of such properties or assets, (d) result in the Company violate any order, writ, injunction, decree, statute, rule or any Subsidiary being required regulation applicable to redeem, repurchase Parent or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company Purchaser or any of the their respective Subsidiaries or any options or other rights exercisable for by which any of same or (e) cause the accelerated vesting of any Employee Stock Options or Restricted Stock Awardstheir respective assets are bound.

No Conflicts; Consents and Approvals. Assuming (i) the payment of the Closing Indebtedness (other than the Continuing Indebtedness) in accordance with Section 2.2(b)(i), (ii) the Purchaser’s compliance with its other obligations under this Agreement, and (iii) the receipt of the consents, approvals and waivers listed on Schedule 3.4 (the “Required Consents”), the execution and delivery by each Company of this Agreement and the Transaction Documents to which such Company is a party do not, and the consummation of the transactions contemplated hereby and thereby and the performance by such Company of its obligations hereunder and thereunder, will not: (a) Subject to obtaining Shareholder Approvals and the filing of the Charter Amendmentviolate or conflict with, and except as disclosed in Schedule 3.6, neither the execution, delivery or performance of this Agreement or the Registration Rights Agreement by the Company nor the consummation of any of the Transactions will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or any Organizational Document of any of the Subsidiaries; (b) result in a breach of, any term, condition or provision of, or constitute (with or without due the giving of notice or lapse of time or both) a default under(or give rise to any right of termination, cancellation, or require any payment or result in the acceleration ofof any payments required thereunder), create in under (i) the certificate of formation or operating agreement (or other organizational agreement) of any Company or the Subsidiary, (ii) any Material Contract to which any Company or the Subsidiary is a party or by which any right to accelerate, terminate, modify Company or cancelthe Subsidiary, or require the properties or assets owned or used by the Companies or the Subsidiary, are bound, or (iii) any notice, consent or waiver under, any Contractual Obligation or any Requirement of Law applicable to the Company Companies or any of the Subsidiaries Subsidiary; or any of their respective properties and assets, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents or waivers as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; (cb) result in the imposition creation of any Lien (other than Permitted Liens) upon any material of the properties or assets owned or used by the Companies. Other than the Required Consents, to the Knowledge of the Companies, no authorization, consent, permit or approval of, or filing with, any Governmental Authority or any other Person is required to be obtained or made by any Company or the Subsidiary in connection with the execution and delivery of this Agreement by each Company or the execution and delivery of any of the Subsidiaries, Transaction Documents to which Lien would materially detract from the value or materially interfere with the use of such properties or assets, (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting of any Employee Stock Options or Restricted Stock Awardsis a party.

No Conflicts; Consents and Approvals. (a) Subject to obtaining Shareholder Approvals and the filing of the Charter Amendment, and except as disclosed in Schedule 3.6, neither the The execution, delivery or and performance by the Company of this Agreement or and the Registration Rights Agreement by other Transaction Documents to which the Company nor is a party, and the consummation of any of the Transactions transactions contemplated hereby and thereby, do not and will not: (a) conflict with or violate result in a violation or breach of, or default under, any provision of the certificate Company Organizational Documents or the Company Subsidiary Organizational Documents; (b) conflict with or result in a violation or breach of incorporation any provision of any Law or by-laws of Governmental Order applicable to the Company or any Organizational Document of any of the SubsidiariesCompany Subsidiary; (bc) except as set forth in Schedule 3.4, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute (a default or an event that, with or without due notice or lapse of time or both) , would constitute a default under, result in the acceleration of, of or create in any party any Person the right to accelerate, terminate, modify or cancel, or require cancel any notice, consent or waiver under, any Contractual Obligation or any Requirement of Law applicable Contract to which the Company or any of Company Subsidiary is a party or by which the Subsidiaries Company or any of their respective properties and assets, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents Company Subsidiary is bound or waivers as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; (c) result in the imposition of which any Lien upon any material properties or assets of the Company or any Company Subsidiary are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Subsidiaries, which Lien would materially detract from the value Company or materially interfere with the use of such properties any Company Subsidiary; or assets, (d) result in the Company creation or imposition of any Subsidiary being required to redeem, repurchase Encumbrance on the Shares or otherwise acquire on any outstanding equity properties or debt interests, securities or obligations in assets of the Company or any Company Subsidiary. Except for such as are disclosed on Schedule 3.4, and except for the filing of a notification and report form by the Company or its ultimate parent entity under the HSR Act and the expiration or termination of the Subsidiaries waiting period required thereunder, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Company or any options or Company Subsidiary in connection with the execution and delivery of this Agreement and the other rights exercisable for any Transaction Documents and the consummation of same or (e) cause the accelerated vesting of any Employee Stock Options or Restricted Stock Awardstransactions contemplated hereby and thereby.

No Conflicts; Consents and Approvals. Assuming the receipt of the consents, approvals and waivers listed in Section 3.4 of the Disclosure Schedules, the execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is a party does not, and the consummation of the transactions contemplated hereby and thereby will not: (a) Subject to obtaining Shareholder Approvals and the filing of the Charter Amendmentviolate, and except as disclosed in Schedule 3.6, neither the execution, delivery or performance of this Agreement or the Registration Rights Agreement by the Company nor the consummation of any of the Transactions will (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or any Organizational Document of any of the Subsidiaries; (b) result in a breach ofdefault under (or an event which, constitute (with or without due notice or lapse of time or both) , would constitute a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or canceldefault), or require any noticeconsent, consent approval or waiver under, any Contractual Obligation term, condition or provision of (i) any Charter Documents of the Company or its Subsidiaries, (ii) any Contract to which the Company or any Requirement of its Subsidiaries is a party or by which any of their assets are bound or (iii) any Order or Law applicable to the Company or any its Subsidiaries, except in the case of the Subsidiaries or any each of their respective properties clause (ii) and assets, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents or waivers (iii) as would not reasonably be expectedmaterial and adverse to the Company or its Subsidiaries or the Business; or (b) give rise to a right of termination or cancellation, individually or modification or acceleration in the aggregateany material respects of any obligation, to have a Company Material Adverse Effect; (c) or loss of any material rights under, or result in the imposition or creation of any material Lien upon upon, the Shares, the Company or its Subsidiaries, the Business or any of the Company’s or its Subsidiaries’ material properties or assets (tangible or intangible). Except for the consents, authorizations and approvals set forth in Section 3.4 of the Company Disclosure Schedules, no authorization, consent, or approval of, or filing with, any Governmental Authority or any of other Person is required to be obtained or made by the Subsidiaries, which Lien would materially detract from the value or materially interfere Company in connection with the use execution and delivery of, or performance of such properties its obligations under, this Agreement, except pursuant to the Hxxx-Xxxxx-Xxxxxx Act or assets, (d) result in the Company as required pursuant to applicable federal or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, state securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting of any Employee Stock Options or Restricted Stock AwardsLaws.

No Conflicts; Consents and Approvals. (a) Subject to obtaining Shareholder Approvals and the filing of the Charter Amendment, and except Except as disclosed set forth in Schedule 3.62.3 attached hereto (the "Required Consents"), neither the execution, delivery or and performance by the Seller of this Agreement or the Registration Rights Agreement by the Company and each other Transaction Document to which it is a party, nor the consummation of any of the Transactions will Acquisition and the Other Contemplated Transactions, (ai) conflict with or violate violates any provision of the certificate Certificate of incorporation Incorporation or by-laws (or comparable charter documents) of the Company Seller or any Organizational Document of any of the Subsidiaries; (bii) result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in requires the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contractual Obligation or any Requirement of Law applicable to the Company Seller or any of the Subsidiaries to obtain any consent, approval, Permit or action of or waiver from, or make any filing with, or give any notice to, any Governmental Body or any other Person; (iii) violates, conflicts with or results in a breach or default under (after the giving of their respective properties and assetsnotice or the passage of time or both), or permits the termination of, any Contract, right, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents obligation or waivers as would not reasonably be expected, individually restriction relating to or in which affects the aggregate, to have a Company Material Adverse Effect; (c) result in Purchased Shares or the imposition of any Lien upon any material properties or assets of the Company or any of the Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such properties or assets, (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company Seller or any of the Subsidiaries to which the Seller or any options of the Subsidiaries is a party or other rights exercisable for by which either of them or its Assets or the Business may be bound or subject, or results in the creation of any Lien upon the Purchased Shares or upon any of same the Assets of the Seller or the Subsidiaries pursuant to the terms of any such Contract; (iv) violates or conflicts with any Law or Order of any Governmental Body against, or binding upon, the Seller or the Subsidiaries or upon their respective Assets or the Business or the Purchased Shares; or (ev) cause violates or results in the accelerated vesting revocation or suspension of any Employee Stock Options or Restricted Stock AwardsPermit.

No Conflicts; Consents and Approvals. (a) Subject to obtaining Shareholder Approvals and the filing of the Charter Amendment, and except Except as disclosed set forth in Schedule 3.64.3 attached hereto (the "Required Consents"), neither the execution, delivery and performance by PICKSAT or performance PICK Communications of this Agreement or the Registration Rights Agreement by the Company Agreement, nor the consummation of any of the Transactions will transactions contemplated hereby, (ai) conflict with or violate violates any provision of the certificate Certificate of incorporation Incorporation or by-laws (or comparable charter documents) of the Company PICKSAT or PICK Communications; (ii) requires PICKSAT or PICK Communications to obtain any consent, approval, Permit or action of or waiver from, or make any filing with, or give any notice to, any Governmental Body or any Organizational Document of any of the Subsidiariesother Person; (biii) result violates, conflicts with or results in a breach of, constitute or default under (with or without due after the giving of notice or lapse the passage of time or both) ), or permits the termination of, any Contract, right, other obligation or restriction relating to or which affects the Investment Shares, the Purchased Shares or PICKSAT or PICK Communications to which PICKSAT or PICK Communications is a default underparty or by which either of them or the Assets or the Business may be bound or subject, result or results in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contractual Obligation or any Requirement of Law applicable to the Company or any of the Subsidiaries or any of their respective properties and assets, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents or waivers as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; (c) result in the imposition creation of any Lien upon any material properties the Investment Shares or assets of the Company Purchased Shares or upon any of the SubsidiariesAssets pursuant to the terms of any such Contract; (iv) violates or conflicts with any Law or Order of any Governmental Body against, which Lien would materially detract from or binding upon, PICKSAT or PICK Communications or upon the value Assets or materially interfere with the use of such properties Business or assets, the Purchased Shares; or (dv) result violates or results in the Company revocation or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting suspension of any Employee Stock Options or Restricted Stock AwardsPermit.

No Conflicts; Consents and Approvals. (a) Subject to obtaining Shareholder Approvals and the filing of the Charter Amendment, and except as disclosed in Schedule 3.6, neither the The execution, delivery or and performance of this Agreement or and the Registration Rights Agreement by the Company nor Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of any of the Transactions Securities, will not: (ai) constitute a violation of or conflict with the Organizational Documents of the Company; (ii) constitute a violation of, or violate a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of the certificate of incorporation or by-laws of any Contract to which the Company is a party or by which any of its Assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any Judgment; or (iv) constitute a violation of, or conflict with, any Law (including United States federal and state securities Laws). Except as specifically contemplated by this Agreement, the Company is not required to obtain any Consent of, from, or with any Governmental Authority, or any Organizational Document of other Person, in order for it to execute, deliver or perform any of its Obligations under this Agreement or the Subsidiaries; (b) result Transaction Documents in a breach of, constitute (accordance with the terms hereof or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancelthereof, or require any notice, consent or waiver under, any Contractual Obligation or any Requirement of Law applicable to issue and sell the Securities in accordance with the terms hereof. All Consents which the Company is required to obtain pursuant to the Company immediately preceding sentence have been obtained or any of effected on or prior to the Subsidiaries or any of their respective properties and assets, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents or waivers as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; (c) result in the imposition of any Lien upon any material properties or assets of the Company or any of the Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such properties or assets, (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting of any Employee Stock Options or Restricted Stock Awardsdate hereof.

No Conflicts; Consents and Approvals. The execution and delivery by each of the Companies of this Agreement and the Transaction Documents to which the Company is a party does not, and the consummation of the transactions contemplated hereby and thereby and the performance by the Company of its obligations hereunder and thereunder, assuming (a) Subject to obtaining Shareholder Approvals and the filing payment of the Charter AmendmentClosing Indebtedness in accordance with Section 2.3(d), and except as disclosed in Schedule 3.6, neither the execution, delivery or performance of (b) Purchaser’s compliance with its other obligations under this Agreement or (the Registration Rights Agreement by actions described in the Company nor the consummation of any of the Transactions will foregoing subsection (a) conflict with or violate any provision of the certificate of incorporation or by-laws of the Company or any Organizational Document of any of the Subsidiaries; and this subsection (b) are collectively referred to herein as the “Required Actions”), and (c) the receipt of the consents, approvals and waivers listed on Schedule 4.4 (the “Required Consents”), do not and will not: (i) violate or conflict with, result in the loss of any rights or benefits or impose any additional or greater burdens or obligations, give any third party additional or greater rights or benefits (including the right to terminate, modify, or accelerate any obligation), or result in a breach of, any term, condition or provision of, or constitute (with or without due the giving of notice or lapse of time or both) a default under(or give rise to any right of termination or cancellation, or require any payment or result in the acceleration ofof any payments required thereunder), create in any party any right to accelerate, terminate, modify or cancelunder (A) the Organizational Documents of the Company, or require (B) any notice, consent or waiver under, any Contractual Obligation or any Requirement of Law applicable to the Company Company; or any of the Subsidiaries or any of their respective properties and assets, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents or waivers as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; (cii) result in the imposition creation of any Lien (other than Permitted Liens) upon any material of the properties or assets of owned or used by the Company or give to others any interest or right in any of the Subsidiariesproperties or assets owned or used by the Company. Assuming the completion of the Required Actions and receipt of the Required Consents, which Lien would materially detract from no other authorization, consent, permit or approval of, or filing with, any Governmental Authority or any Person is required to be obtained or made by any of the value or materially interfere Companies in connection with the use execution and delivery of such properties or assets, (d) result in this Agreement by the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or execution and delivery of any of the Subsidiaries or any options or other rights exercisable for any of same or (e) cause Transaction Documents to which the accelerated vesting of any Employee Stock Options or Restricted Stock AwardsCompany is a party.

No Conflicts; Consents and Approvals. Except (a) Subject to obtaining Shareholder Approvals and for filings as may be required under the filing applicable requirements of the Charter AmendmentExchange Act and (b) as set forth in Section 4.3 of the Seller Disclosure Schedule, and except as disclosed in Schedule 3.6, neither none of the execution, delivery or performance of this Agreement or and the Registration Rights Agreement Transaction-Related Documents by the Company nor Seller, the consummation by Seller of the transactions contemplated hereby and thereby and compliance by Seller with any of the Transactions provisions hereof and thereof will (ai) conflict with or violate result in any breach of any provision of the certificate organizational documents of incorporation Seller, (ii) require Seller to make any filing with, furnish any notice to, or by-laws of the Company obtain any permit, authorization, consent or approval of, any Organizational Document of any of the Subsidiaries; Governmental Authority, (biii) 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 terms, conditions or provisions of any Purchased Contract to which Seller is a party and which is applicable to the Business, (iv) require a consent, approval, or waiver from, or notice to, any party to a Purchased Contract, (v) result in the acceleration of, create in creation or imposition of any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contractual Obligation or any Requirement of Law applicable to Encumbrance upon the Company or any of the Subsidiaries or any of their respective properties and assets, Purchased Assets (other than such breachesEncumbrances as may be created in connection with Buyer’s financing of the transactions contemplated hereby, defaultsif any), accelerationsor (vi) violate any law, terminationsorder, modificationswrit, cancellationsinjunction, noticesdecree, consents statute, rule or waivers as regulation to which the Purchased Assets or the Business are subject, excluding from the foregoing clauses (iii) and (vi) such violations, breaches and defaults that would not reasonably be expectednot, individually or in the aggregate, be material to have a Company Material Adverse Effect; (c) result in the imposition of any Lien upon any material properties Business or assets of the Company or any of the Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such properties or assets, (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting of any Employee Stock Options or Restricted Stock AwardsPurchased Assets.

No Conflicts; Consents and Approvals. Subject (ain the case of Section 3.4(a)(i) Subject or (c)) to Seller obtaining Shareholder Approvals and the filing of the Charter Amendment, and except as disclosed in Schedule 3.6Seller’s Required Consents, neither the execution, execution and the delivery or performance of this Agreement or any of the Registration Rights Agreement Ancillary Agreements by the Company Guarantor, Seller or any of its Affiliates, nor the consummation of any of the Transactions transactions contemplated hereby or thereby, will (a) conflict with violate (i) any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, license or violate other Law or restriction of any Governmental Authority to which Guarantor, Seller, any of its Affiliates or any of its property (including any of the Acquired Assets) is subject or (ii) any provision of the certificate of incorporation charter or by-laws of the Company Guarantor, Seller or any Organizational Document of any of the Subsidiaries; such Affiliate, (b) assuming receipt of all necessary filings, waivers, approvals, consents and authorizations set forth on Schedule 3.4, conflict with, violate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, trigger any right of first refusal under, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any notice under (with or without the giving of notice, consent the lapse of time, or waiver underboth) any material Assigned Contract, any Contractual Obligation Permit or any Requirement of Law applicable to the Company or any of the Subsidiaries or any of their respective properties and assetsTransferred Permit Application, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents or waivers as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; (c) result in the imposition of require any Lien upon consent or approval of, or notice to, or filing or registration with, any material properties Governmental Authority or assets of the Company or any of the Subsidiaries, which Lien would materially detract from the value or materially interfere with the use of such properties or assets, (d) result in the Company imposition or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting creation of any Employee Stock Options or Restricted Stock AwardsLien on any Acquired Asset other than Permitted Liens.