Common use of No Conflicts; No Consents Clause in Contracts

No Conflicts; No Consents. The issue and sale of the Offered Securities and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or 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 any of the Significant Subsidiaries is a party or by which the Company or any of the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriters.

No Conflicts; No Consents. The issue and sale of the Offered Securities and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or 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 any of the Significant Subsidiaries is a party or by which the Company or any of the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriters.and

No Conflicts; No Consents. The issue Neither the execution and sale of the Offered Securities and the compliance delivery by the Company with all of the provisions ImClone of this Agreement and nor the consummation performance by ImClone of the transactions herein contemplated will not its obligations hereunder will: (i) violate or conflict with any provision of ImClone's Certificate of Incorporation or result By-Laws,in a breach or violation each case as in effect on the date hereof and on the date of any closing hereunder;(ii) with or without the giving of notice or the terms passage of time, or provisions both, violate, or be in conflict with, or permit the termination of, ,or constitute a default under, or cause the acceleration of the maturity of, any indentureagreement, mortgage, deed debt or obligation of trust, loan agreement any nature of ImClone or other agreement or instrument to which the Company or any of the Significant Subsidiaries ImClone is a party or by which the Company it or any of its properties is bound; (iii) require the Significant Subsidiaries consent of any party to any agreement, instrument or commitment to which ImClone is bound a party or to which any of the property or assets of the Company it or any of the Significant Subsidiaries its properties is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectbound; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of (iv) violate any statute or law or any judgment, decree, order, regulation or rule or regulation of any court court, regulatory authority or governmental agency or body having jurisdiction over the Company authority to which ImClone or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or its properties is subject; or(v) result in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no creation of any lien or other encumbrance on its assets. No consent, approvalapproval or authorization of, authorizationor declaration, order, filing or registration or qualification of or with with,any such court regulatory authority or governmental agency or body authority is required for to be made or obtained by ImClone in connection with the issue execution, delivery and sale performance of this Agreement, the Offered Securities performance by ImClone of its obligations hereunder or the consummation by the Company con summation of the transactions contemplated by this Agreementhereby. ImClone is not a party to any material contract, except (i) such as have been obtained commitment or made by the Company and its Significant Subsidiariesagreement, as the case may benor is ImClone subject to, and are in full force and effect under the Act or applicable securities laws of the several states of the United Statesbound by,any order, (ii) such as may be required by the blue sky securities laws judgment, decree, law, statute, ordinance, rule, regulation or otherrestriction of any jurisdiction and (iii) kind or character, which would prevent ImClone from entering into this Agreement orfrom consummating the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriterstrans actions contemplated hereby.

No Conflicts; No Consents. The issue execution and sale delivery of the Offered Securities and the compliance by the Company with all of the provisions of this Agreement and Transaction Documents, the consummation of the transactions herein contemplated hereby or thereby and compliance with the terms and provisions hereof or thereof will not conflict with or 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, sale/leaseback agreement, loan agreement or other similar financing agreement or instrument or other agreement or instrument to which the Company Borrower or any of the Significant its Subsidiaries is a party or by which the Company Borrower or any of the Significant its Subsidiaries is bound or to which any of the property or assets of the Company Borrower or any of the Significant its Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in aggregate would not have a Material Adverse Effect; , nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; Borrower, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company Borrower or any of the Significant its Subsidiaries or any of their respective properties, except where such violations could not, individually or that in the aggregate, reasonably be expected to result in aggregate would not have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company Borrower of the transactions contemplated by this Agreement, except (i) such as have been obtained the Exchange Note Indenture, the Escrow Agreement or made the Registration Rights Agreement or the issuance and delivery of the Exchange Notes by the Company and its Significant SubsidiariesBorrower, as the case may beexcept for such consents, and are in full force and effect under the Act approvals, authorizations, registrations or applicable securities laws of the several states of the United States, qualifications (iiA) such as may be required by the securities or "blue sky securities sky" laws of any jurisdiction and (iii) the rules State of the Financial Industry Regulatory Authority, Inc. (“FINRA”) United States in connection with the purchase Exchange Notes, (B) as contemplated by the Registration Rights Agreement, (C) as may already have been obtained or made, (D) as may be required pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 ("HSR Act"), (E) as may be required in connection with the formation and sale qualification of the Offered Securities by BAM Joint Venture and its subsidiary joint ventures, (F) as may be required in connection with the Underwritersqualification of CCP Inc. in various jurisdictions in order to consummate the Powertel Acquisition, (G) as may be required in connection with the formation and qualification of subsidiaries to consummate the Xxxx South Acquisition and (H) which the failure to obtain or make would not, individually or in the aggregate, result in a Material Adverse Effect.

No Conflicts; No Consents. The issue Neither the execution and sale of the Offered Securities and the compliance delivery by the Company with all of the provisions ImClone of this Agreement and nor the consummation performance by ImClone of the transactions herein contemplated will not its obligations hereunder will: (i) violate or conflict with any provision of ImClone's Certificate of Incorporation or result By-Laws, in a breach or violation each case as in effect on the date hereof and on the date of any closing hereunder;(ii) with or without the giving of notice or the terms passage of time, or provisions both, violate, or be in conflict with, or permit the termination of, or constitute a default under, or cause the acceleration of the maturity of,any indentureagreement, mortgage, deed debt or obligation of trust, loan agreement any nature of ImClone or other agreement or instrument to which the Company or any of the Significant Subsidiaries ImClone is a party or by which the Company it or any of its properties is bound; (iii) require the Significant Subsidiaries consent of any party to any agreement, instrument or commitment to which ImClone is bound a party or to which any of the property or assets of the Company it or any of the Significant Subsidiaries its properties is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectbound; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of (iv) violate any statute or law or any judgment, decree, order, regulation or rule or regulation of any court court, regulatory authority or governmental agency or body having jurisdiction over the Company authority to which ImClone or any of the Significant Subsidiaries its properties is subject; or any of their respective properties, except where such violations could not, individually or (v) result in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no creation of any lien or other encumbrance on its assets. No consent, approvalapproval or authorization of, authorizationor declaration, order, filing or registration or qualification of or with with,any such court regulatory authority or governmental agency or body authority is required for to be made or obtained by ImClone in connection with the issue execution, delivery and sale performance of this Agreement, the Offered Securities performance by ImClone of its obligations hereunder or the consummation by the Company con summation of the transactions contemplated by this Agreementhereby. ImClone is not a party to any material contract, except (i) such as have been obtained commitment or made by the Company and its Significant Subsidiariesagreement, as the case may benor is ImClone subject to, and are in full force and effect under the Act or applicable securities laws of the several states of the United Statesbound by, (ii) such as may be required by the blue sky securities laws any order, judgment, decree, law, statute, ordinance, rule, regulation or other restriction of any jurisdiction and (iii) kind or character, which would prevent ImClone from entering into this Agreement or from consummating the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriterstrans actions contemplated hereby.

No Conflicts; No Consents. The issue execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Offered Securities Shares to be sold by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Significant Subsidiaries its subsidiaries is a party or by which the Company or any of the Significant Subsidiaries its subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries its subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action (ii) result in any violation of the provisions of the Certificate of Incorporation charter or Byby-laws or other similar organizational documents of the Company or any of the Significant Subsidiaries; nor will such action its subsidiaries or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries its subsidiaries or any of their respective properties, except where such violations could notother than, individually or in the aggregatecase of clauses (i) or (iii) only, any conflict, breach, violation or default that would not reasonably be expected to result in have a material adverse effect on the current or future financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue execution, delivery and performance by the Company of this Agreement and compliance herewith, the issuance and sale of the Offered Securities Shares to be sold by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect registration under the Securities Act or applicable securities laws of the several states of the United StatesShares and such consents, (ii) such approvals, authorizations, registrations or qualifications as may be required by the blue sky under state securities laws of any jurisdiction and (iii) the rules of or Blue Sky laws, the Financial Industry Regulatory Authority, Inc. (“FINRA”) or The New York Stock Exchange in connection with the purchase and sale distribution of the Offered Securities Shares by the Underwriters.

No Conflicts; No Consents. The issue and sale of the Offered Securities and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or 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 any of the Significant Subsidiaries is a party or by which the Company or any of the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws By‑laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriters.

No Conflicts; No Consents. The issue issuance and sale of the Offered Securities by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated and the application of the proceeds from the sale of the Securities as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Information and the Prospectus, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Significant Subsidiaries its subsidiaries is a party or by which the Company or any of the Significant Subsidiaries its subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries its subsidiaries is subject, (ii) the Certificate of Incorporation or Bylaws of the Company or (iii) any judgment, statute or any order, rule or regulation of any court or governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except in the case of clauses (i) and (iii) for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental or regulatory agency or body is required for the execution and delivery of the Transaction Documents to which it is a party, the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiariesregistration under the Securities Act of the Securities, the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required approval by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) of the underwriting terms and arrangements, and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and sale distribution of the Offered Securities by the Underwriters.

No Conflicts; No Consents. The issue Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, none of (i) the offering, issuance and sale by the Selling Shareholder of the Selling Shareholder Additional Shares to be sold by the Selling Shareholder, if any, (ii) the application of the net proceeds therefrom, (iii) the execution, delivery and performance of this Agreement, or (iv) the consummation of the Transactions to which the Selling Shareholder is a party and the other transactions contemplated by this Agreement will contravene (A) any provision of law applicable to such Selling Shareholder, (B) the organizational documents of the Selling Shareholder, (C) any agreement or other instrument binding upon the Selling Shareholder or (D) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Selling Shareholder, which contravention, in the case of clauses (A), (C) or (D), would, individually or in the aggregate, have a Material Adverse Effect or materially impair the ability of the Selling Shareholder to consummate the Transactions or perform its obligations under this Agreement. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Selling Shareholder of its obligations under this Agreement, except (x) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Offered Securities and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions ofShares, (y) such that have been, or constitute a default underon or prior to the Closing Date will be, any indentureobtained or made, mortgageand (z) such that, deed of trustif not obtained, loan agreement or other agreement or instrument to which the Company or any of the Significant Subsidiaries is a party or by which the Company or any of the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; nor will such action result in any violation Effect or materially impair the ability of the provisions of Selling Shareholder to consummate the Certificate of Incorporation Transactions or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by perform its obligations under this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriters.

No Conflicts; No Consents. The issue (i)The execution and sale delivery of the Offered Securities and the compliance by the Company with all of the provisions of this Agreement Acquisition Agreements and the consummation of the transactions herein completed thereunder as of the date hereof have not, and the consummation of the further transactions contemplated thereby and the compliance with the terms and provisions thereof will not not, and (ii) the execution and delivery of the Loan Documents, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not, (a) conflict with or 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, sale/leaseback agreement, loan agreement or other similar financing agreement or instrument or other agreement or instrument to which the Company Borrower or any of the Significant its Subsidiaries is a party or by which the Company Borrower or any of the Significant its Subsidiaries is bound or to which any of the property or assets of the Company Borrower or any of the Significant its Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in aggregate would not have a Material Adverse Effect; nor will such action , (b) result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or Borrower, (c) result any violation of the Significant Subsidiaries; nor will such action result in any violation provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company Borrower or any of the Significant its Subsidiaries or any of their respective properties, or (d) result in any violation of any Certificate of Designations governing any series of the Borrower's preferred stock, except where such violations could not, individually or that in the aggregate, reasonably be expected to result in aggregate would not have a Material Adverse Effect; and no . No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company Borrower of the transactions contemplated by this Agreement, the Exchange Note Indenture, the Escrow Agreement the Registration Rights Agreement or the Acquisition Agreements, or the issuance and delivery of the Exchange Notes by the Borrower, except for such consents, approvals, authorizations, registrations or qualifications (iA) such as may be required by securities or "blue sky" laws of any State of the United States in connection with the Exchange Notes, (B) as contemplated by the Registration Rights Agreement, (C) as may already have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iiiD) which the rules of failure to obtain or make would not, individually or in the Financial Industry Regulatory Authorityaggregate, Inc. (“FINRA”) result in connection with the purchase and sale of the Offered Securities by the Underwritersa Material Adverse Effect.

No Conflicts; No Consents. The issue and sale of the Offered Securities and the compliance by Neither the Company with all nor any of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result its subsidiaries is in a breach or violation of any its charter or by-laws or is in default (or, with the giving of the terms notice or provisions oflapse of time, or constitute a default under, would be in default) (“Default”) under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company or any of the Significant Subsidiaries its subsidiaries is a party or by which the Company it or any of the Significant Subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of the Significant Subsidiaries its subsidiaries is subjectsubject (each, an “Existing Instrument”), except for such conflicts, breaches, violations Defaults as have been waived or defaults that as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; nor . The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will such action not result in any violation of the provisions of the Certificate of Incorporation charter or Byby-laws of the Company or other organizational documents any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the Significant Subsidiaries; nor will such action result in any violation consent of any statute or other party to, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective propertiesExisting Instrument, except where for such violations could conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; Effect and no (iii) will not result in any material violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. No consent, approval, authorizationauthorization or other order of, order, or registration or qualification of or with filing with, any such court or other governmental agency or body regulatory authority or agency, is required for the issue Company’s execution, delivery and sale performance of the Offered Securities or the this Agreement and consummation by the Company of the transactions contemplated hereby and by this Agreementthe Prospectus, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act Securities Act, applicable state securities or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) from the rules of NASDAQ Stock Market LLC and the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriters).