Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. (a) The execution, delivery and performance by the Company of each of the Documents to which it is a party, all actions taken in connection with the execution of the Voting Agreement, the consummation of the transactions contemplated hereby and thereby does not and will not contravene any Applicable Law, except for any such contraventions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No actions taken in connection with the execution of the Voting Agreement contravenes any Applicable Law. The execution, delivery and performance by the Company of the Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (i) will not (x) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any of them is bound or to which any of their properties or assets is subject, except to the extent any such conflict or breach, singly or in the aggregate, would not have a Material Adverse Effect, (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them, or (z) except as set forth on Schedule 3.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provision, (ii) will not violate any provision of its Charter or Bylaws, and (iii) will not result in the Purchaser or any of its Affiliates, Associates or Permitted Transferees being (x) an "Acquiring Person" under the Amended and Restated Stockholder Rights Agreement, dated as of April 14, 2000 (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of the DGCL.

No Violation; Consents. (a) The 1.The execution, delivery and performance by the Company of each of this Agreement and the Documents to which it is a party, all actions taken in connection with the execution of the Voting Agreement, Supplementary Shareholders Agreements and Supplementary Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby does Transactions do not and will not contravene any Applicable Law, except for any such contraventions contravention that could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No actions taken in connection with the execution Subject only to receiving stockholder approval of the Voting issuance of shares of Common Stock pursuant to this Agreement contravenes and the receipt of any Applicable Law. The waiver or consent required under the Credit Agreement to permit the consummation of the Transactions, the execution, delivery and performance by the Company of each of this Agreement and the Documents to which it is a party Supplementary Shareholders Agreements and Supplementary Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby Transactions (i) will not (xA) violate, result in a 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 contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument Contract to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company or any of them Subsidiary is bound or to which any of their properties or respective assets is subject, except to the extent any such conflict or breach(B), singly or in the aggregate, would not have a Material Adverse Effect, (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them, or (z) except as set forth on Schedule 3.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provisionSubsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) will not conflict with or violate any provision of its Charter the certificate of incorporation or Bylawsbylaws or other governing documents of the Company or any Subsidiary. Except for (i) the filings, if any, by the Company required by the HSR Act, and (iiiii) will not result applicable filings, if any, with the Commission pursuant to the Exchange Act, no consent, authorization or order of, or filing or registration with, any Governmental Authority or other Person is required to be obtained or made by the Company or any Subsidiary for the execution, delivery and performance of this Agreement, the Supplementary Shareholders Agreement and the Supplementary Registration Rights Agreement or the consummation of any of the Transactions, except where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in the Purchaser or any of its Affiliatesaggregate, Associates or Permitted Transferees being (x) an "Acquiring Person" under the Amended and Restated Stockholder Rights Agreement, dated as of April 14, 2000 (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, reasonably be expected to have a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of the DGCLMaterial Adverse Effect.

No Violation; Consents. (a) The execution, delivery and performance by the Company and each Subsidiary of each of the Documents to which it is a party, all actions taken in connection with the execution of the Voting Agreement, party and the consummation of the transactions contemplated hereby and thereby does do not and will not contravene any Applicable Law, except for any such contraventions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No actions taken in connection with Except as set forth on Schedule 3.5, the execution of the Voting Agreement contravenes any Applicable Law. The execution, delivery and performance by the Company and each Subsidiary of the letter agreements referred to in Section 10.5 hereof, the Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (i) did not and will not (x) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of them is bound or to which any of their properties or assets is subject, except to the extent any such conflict or breach, singly or in the aggregate, would not have a Material Adverse Effect, (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of the Company or any of themSubsidiary, or (z) except as set forth on Schedule 3.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provision, (ii) did not and will not violate any provision of its the Charter or BylawsBylaws of the Company or any Subsidiary, and (iii) did not and will not result in the Purchaser or any of its Affiliates, Associates or Permitted Transferees being (x) an "Acquiring PersonACQUIRING PERSON" under the Amended and Restated Stockholder Rights Agreement, dated as of April 14October 31, 2000 (the "Rights AgreementRIGHTS AGREEMENT"), ) by and between the Company and First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of the DGCL.the

No Violation; Consents. None of the execution, delivery and ---------------------- performance of this Agreement and the Ancillary Agreements nor the consummation of the transactions contemplated hereby and thereby will (ai) The violate any provision of the Articles of Incorporation or Bylaws of the Company, (ii) violate, result in a breach of, conflict with, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would constitute a default) or give to others any right of termination, amendment, acceleration, suspension, revocation or cancellation with respect to, any Contract to which any Sellers or the Company is a party or by which any of the Shares or any of the assets or properties of the Company are bound or affected, (iii) result in the creation or imposition of any Encumbrance upon any of the Shares or any property or assets of the Company under any Contract to which the Company is a party or by which the Company is bound or affected, or to which the property of the Company is subject, or (iv) violate, conflict with or result in the breach of any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority to which any Sellers, the Company, or any of their properties or assets are subject, which, in the case of the matters set forth in clauses (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company. Except as set forth on Schedule 4.4, no action, ------------ consent, approval or authorization by or filing with any person or entity, including, without limitation, any governmental authority, is required in connection with the execution, delivery and performance by the Company of each of this Agreement and the Documents to which it is a partyAncillary Agreements, all actions taken in connection with as the execution of the Voting Agreementcase may be, or the consummation of the transactions contemplated hereby and thereby does not and will not contravene any Applicable Law, except for any such contraventions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No actions taken in connection with the execution of the Voting Agreement contravenes any Applicable Law. The execution, delivery and performance by the Company of the Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (i) will not (x) violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any each of them is bound or to which any of their properties or assets is subject, except to the extent any such conflict or breach, singly or in the aggregate, would not have a Material Adverse Effect, (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them, or (z) except as set forth on Schedule 3.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provision, (ii) will not violate any provision of its Charter or Bylaws, herein and (iii) will not result in the Purchaser or any of its Affiliates, Associates or Permitted Transferees being (x) an "Acquiring Person" under the Amended and Restated Stockholder Rights Agreement, dated as of April 14, 2000 (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of the DGCLtherein.

No Violation; Consents. (a) The 1.The execution, delivery and performance by such Holder of this Agreement and the Company of each of Supplementary Shareholders Agreement and the Documents to which it is a party, all actions taken in connection with the execution of the Voting Agreement, Supplementary Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby does Transactions do not and will not contravene any Applicable Law, Law except for any such contraventions that could as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No actions taken in connection with material adverse effect on the execution ability of the Voting Agreement contravenes any Applicable Lawsuch Holder to timely perform its obligations under this Agreement. The execution, delivery and performance by the Company such Holder of the Documents to which it is a party each of such agreements and the consummation of the transactions contemplated hereby and thereby Transactions (i) will not (xA) violate, result in a 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 contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument Contract to which the Company or any of its Subsidiaries such Holder is a party or by which any of them such Holder is bound or to which any of their properties or its assets is subject, except to the extent any such conflict or breach, singly or in the aggregate, would not have a Material Adverse Effect, (yB) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of such Holder, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of themsuch Holder to timely perform its obligations under this Agreement, or (z) except as set forth on Schedule 3.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provision, and (ii) will not conflict with or violate any provision of its Charter the certificate of incorporation or Bylawsbylaws or other governing documents of such Holder. Except for filings, if any, required under the HSR Act, no consent, authorization or order of, or filing or registration with, any Governmental Authority or other Person is required to be obtained or made by such Holder for the execution, delivery and performance of any of such agreements referred to in Section 4.4(a) or the consummation of any of the Transactions, except (i) for those filings which have been made and (iiiii) will not result where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in the Purchaser or any aggregate, reasonably be expected to have a material adverse effect on the ability of such Holder to timely perform its Affiliates, Associates or Permitted Transferees being (x) an "Acquiring Person" obligations under the Amended and Restated Stockholder Rights this Agreement, dated as of April 14, 2000 (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of the DGCL.

No Violation; Consents. (a) The Subject to the governmental filings and other matters referred to in Section 4.03(b), the execution, delivery and performance by the Company Purchaser of each of the Documents to which it is a partyEquity Documents, all actions taken in connection with the execution Equity Commitment Letter, the Registration Rights Agreement and the Subordinated Debt Agreement and the consummation by the Purchaser of the Voting Agreement, the consummation of the transactions contemplated hereby and thereby does Transactions do not and will not contravene any Applicable Law, except for any such contraventions contravention that could not, individually or in the aggregate, would not have and would not reasonably be expected to have a Material Adverse Effect. No actions taken in connection with material adverse effect on the execution ability of the Voting Purchaser to timely perform its obligations under the Equity Documents, the Equity Commitment Letter, the Registration Rights Agreement contravenes any Applicable Lawand the Subordinated Debt Agreement. The execution, delivery and performance by the Company Purchaser of each of the Documents to which it is a party Equity Documents, the Equity Commitment Letter, the Registration Rights Agreement and the Subordinated Debt Agreement and the consummation of the transactions contemplated hereby and thereby Transactions (i) will not (xA) violate, result in a 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 contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument Contract to which the Company or any of its Subsidiaries Purchaser is a party or by which any of them the Purchaser is bound or to which any of their properties or its assets is subject, except to the extent any such conflict subject or breach, singly or in the aggregate, would not have a Material Adverse Effect, (yB) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of the Purchaser, except for any of themsuch violations, breaches, defaults or (z) except as set forth Liens that would not have or would not reasonably be expected to have a material adverse effect on Schedule 3.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws ability of the Company, any Benefit Plan or any Applicable Law, that relates Purchaser to a change of control or ownership of the Company or any similar provision, timely perform its obligations under this Agreement and (ii) will not conflict with or violate any provision of its Charter the certificate of formation or Bylaws, and operating agreement (iiior similar agreement) will not result in the Purchaser or any of its Affiliates, Associates or Permitted Transferees being (x) an "Acquiring Person" under the Amended and Restated Stockholder Rights Agreement, dated as of April 14, 2000 (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 other governing documents of the DGCLPurchaser.

No Violation; Consents. (a) 1. The execution, delivery and performance by such Holder of this Agreement and the Company of each of Supplementary Shareholders Agreement and the Documents to which it is a party, all actions taken in connection with the execution of the Voting Agreement, Supplementary Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby does Transactions do not and will not contravene any Applicable Law, Law except for any such contraventions that could as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No actions taken in connection with material adverse effect on the execution ability of the Voting Agreement contravenes any Applicable Lawsuch Holder to timely perform its obligations under this Agreement. The execution, delivery and performance by the Company such Holder of the Documents to which it is a party each of such agreements and the consummation of the transactions contemplated hereby and thereby Transactions (i) will not (xA) violate, result in a 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 contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument Contract to which the Company or any of its Subsidiaries such Holder is a party or by which any of them such Holder is bound or to which any of their properties or its assets is subject, except to the extent any such conflict or breach, singly or in the aggregate, would not have a Material Adverse Effect, (yB) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of such Holder, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of themsuch Holder to timely perform its obligations under this Agreement, or (z) except as set forth on Schedule 3.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provision, and (ii) will not conflict with or violate any provision of its Charter the certificate of incorporation or Bylawsbylaws or other governing documents of such Holder. Except for filings, if any, required under the HSR Act, no consent, authorization or order of, or filing or registration with, any Governmental Authority or other Person is required to be obtained or made by such Holder for the execution, delivery and performance of any of such agreements referred to in Section 4.4(a) or the consummation of any of the Transactions, except (i) for those filings which have been made and (iiiii) will not result where the failure to obtain such consents, authorizations or orders, or make such filings or registrations, would not, individually or in the Purchaser or any aggregate, reasonably be expected to have a material adverse effect on the ability of such Holder to timely perform its Affiliates, Associates or Permitted Transferees being (x) an "Acquiring Person" obligations under the Amended and Restated Stockholder Rights this Agreement, dated as of April 14, 2000 (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of the DGCL.

No Violation; Consents. (ai) The Except as set forth on Schedule 3.1(f) of the Disclosure Letter, neither the execution, delivery and or performance by the Company of each this Agreement or any of the Documents to which it is a party, all actions taken in connection with the execution of the Voting Agreement, Ancillary Agreements nor the consummation by the Company of the transactions contemplated hereby and or thereby does not and will not contravene will: (A) violate, conflict with or result in a breach of any Applicable Law, except for any such contraventions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No actions taken in connection with the execution provisions of the Voting Agreement contravenes any Applicable Law. The execution, delivery and performance by Certificate of Incorporation or By-Laws (or comparable organizational documents) of the Company or any of the Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby its Subsidiaries; (i) will not (xB) violate, conflict with, result in a breach of any provision of, constitute a default (or constitute (an event which, with due notice or lapse of time or both, would constitute a default) under, result in the termination or in a default under right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any contractpayment or other obligations pursuant to, result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust or any license, franchise, Permit, lease, loan agreementcontract, Benefit Planplan, mortgage, security agreement, trust indenture agreement or other agreement instrument, commitment or instrument obligation to which the Company or any of its Subsidiaries is a party or party, by which the Company or any of them is bound its Subsidiaries or to which any of their respective properties is bound, or assets under which the Company or any of its Subsidiaries or any of their respective properties is subjectentitled to a benefit (each of the foregoing, except to the extent the same have any such conflict continuing force or breacheffect, singly a "Contract" and collectively, "Contracts"), except for any of the foregoing matters which, individually or in the aggregate, would not have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby (a "Material Delaying Effect"); or (C) violate any Laws applicable to the Company, any of its Subsidiaries or any of their respective assets or properties, except for violations which, individually or in the aggregate, would not have a Material Adverse Effect, (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them, or (z) except as set forth on Schedule 3.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provision, (ii) will not violate any provision of its Charter or Bylaws, and (iii) will not result in the Purchaser or any of its Affiliates, Associates or Permitted Transferees being (x) an "Acquiring Person" under the Amended and Restated Stockholder Rights Agreement, dated as of April 14, 2000 (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of the DGCL.

No Violation; Consents. (a) The execution, execution and delivery of this Agreement and performance the Service Agreement by the Company of Parties, the performance by each of the Documents to which it is a party, all actions taken in connection with Company Parties of their obligations hereunder and under the execution of the Voting Agreement, Service Agreement and the consummation by them of the transactions contemplated hereby by this Agreement and thereby does not and the Service Agreement will not (a) contravene any Applicable Lawprovision of the certificates of incorporation, except for bylaws or other organizational or governing document of the Company or a Subsidiary, (b) violate or conflict with any such contraventions that could notlaw, individually statute, ordinance, rule, regulation, decree, writ, injunction, judgment, ruling or in order of any Governmental Authority or of any arbitration award which is either applicable to, binding upon or enforceable against the aggregateCompany or a Subsidiary, reasonably be expected to the occurrence of any of which would have a Material Adverse Effect. No actions taken in connection with Effect on FHPS or the execution of the Voting Agreement contravenes any Applicable Law. The executionPurchased Assets, delivery and performance by the Company of the Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (ic) will not (x) violateconflict with, result in a any breach of of, or constitute a default (or an event which would, with due notice or lapse the passage of time or the giving of notice or both, constitute a default) under, or give rise to a default right of payment under or the right to terminate, amend, modify, abandon or accelerate, any contractMaterial Contract which is applicable to, leasebinding upon or enforceable against FHPS, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or occurrence of any of its Subsidiaries is a party or by which any of them is bound or to which any of their properties or assets is subject, except to the extent any such conflict or breach, singly or in the aggregate, would not have a Material Adverse EffectEffect on FHPS or the Purchased Assets, subject to SECTION 5.12 below, (yd) result in or require the creation or imposition of any Lien (other than a Permitted Lien) upon or with respect to any of the properties or assets of any of themFHPS or the Purchased Assets, or (ze) except as set forth on Schedule 3.5(a)SCHEDULE 4.6, obligate give to any individual or entity a right or claim against FHPS which would have a Material Adverse Effect on FHPS or the Company to make any payment Purchased Assets or incur any additional obligation(f) except as set forth on SCHEDULE 4.6, require the consent, approval, authorization or permit of, or give rise to filing with or notification to, any right of Governmental Authority, any person with respect court or tribunal or any other Person, except (i) pursuant to the Company, under any term or provision Xxxx-Xxxxx-Xxxxxx Act and applicable reporting requirements of any contract or agreementthe Exchange Act, the Charter Securities Act or Bylaws of the CompanyNew York Stock Exchange, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provisionInc., (ii) will not violate any provision filings required under the securities or blue sky laws of its Charter the various states, or Bylaws, and (iii) will except where the failure to obtain such consent or approval would not result in have a Material Adverse Effect on FHPS or the Purchaser Purchased Assets, or any the ability of its Affiliates, Associates or Permitted Transferees being (x) an "Acquiring Person" under the Amended and Restated Stockholder Rights Agreement, dated as of April 14, 2000 (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of to consummate the DGCLtransactions set forth in this Agreement.

No Violation; Consents. (a) The execution, Neither the execution and delivery and performance by the Company of each this Agreement nor the consummation by the Company of the Documents Transactions in accordance with the terms hereof will conflict with or result in a breach of any provisions of the Articles of Incorporation, Bylaws, or other organizational documents of the Company or of any Company Subsidiary. Except as set forth in Section 5.5 of the Company Disclosure Schedule, to the knowledge of the Company, the execution and delivery by the Company of this Agreement and consummation by the Company of the Transactions in accordance with the terms hereof will not violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or the Company Subsidiaries under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture, deed of trust or (b) any license, permit, contract, agreement or obligation to which it the Company or any of the Company Subsidiaries is a party, all actions taken in connection with or by which the execution Company or any of the Voting AgreementCompany Subsidiaries or any of their properties is bound, the except as would not (i) prevent or delay consummation of the transactions contemplated hereby and thereby does not and will not contravene Merger in any Applicable Lawmaterial respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, except for any such contraventions that could not, or (ii) individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No actions taken Other than the filings provided for in connection the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), and the Exchange Act or applicable state securities and "Blue Sky" laws, and other than filings required by the Insurance Commissioners and state Governmental Entities with regulatory authority over the Company Subsidiaries, the execution and delivery of the Voting this Agreement contravenes any Applicable Law. The execution, delivery and performance by the Company of the Documents to which it is a party does not, and the performance of this Agreement by the Company and consummation of the transactions contemplated hereby and thereby (i) will Transactions do not, require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, except as would not (xA) violate, result prevent or delay consummation of the Merger in a breach of any material respect or constitute (with due notice or lapse of time or both) a default under any contract, lease, loan agreement, Benefit Plan, mortgage, security agreement, trust indenture or other agreement or instrument to which otherwise prevent the Company from performing its obligations under this Agreement in any material respect or any of its Subsidiaries is a party or by which any of them is bound or to which any of their properties or assets is subject, except to the extent any such conflict or breach, singly (B) individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (y) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of any of them, or (z) except as set forth on Schedule 3.5(a), obligate the Company to make any payment or incur any additional obligation, or give rise to any right of any person with respect to the Company, under any term or provision of any contract or agreement, the Charter or Bylaws of the Company, any Benefit Plan or any Applicable Law, that relates to a change of control or ownership of the Company or any similar provision, (ii) will not violate any provision of its Charter or Bylaws, and (iii) will not result in the Purchaser or any of its Affiliates, Associates or Permitted Transferees being (x) an "Acquiring Person" under the Amended and Restated Stockholder Rights Agreement, dated as of April 14, 2000 (the "Rights Agreement"), by and between the Company and First Chicago Trust Company of New York, a division of Equiserve, as Rights Agent, or (y) an "interested stockholder," under Section 203 of the DGCL.