Common use of No Violation or Conflict Clause in Contracts

No Violation or Conflict. Assuming the representations and warranties of the Subscriber in Section 3 are true and correct (except with respect to Section 3(c)), neither the issuance and sale of the Securities nor the performance of the Company’s obligations under this Agreement will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the Articles of Incorporation of the Company as in effect on the date hereof, including the Certificate (the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) or other organizational documents of the Company, (B) any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its Affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its Affiliates is a party, by which the Company or any of its Affiliates is bound, or to which any of the properties of the Company or any of its Affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which the Company, or any of its Affiliates is a party except the violation, conflict, breach, or default of which would not have or be reasonably likely to have a Material Adverse Effect; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company or any of its Affiliates; or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other creditor or equity holder of the Company, nor result in the acceleration of the due date of any obligation of the Company; or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Company.

No Violation or Conflict. Assuming the representations all consents, approvals, authorizations and warranties other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made and except as set forth in Section 3.4 of the Subscriber in Section 3 are true Disclosure Schedule, the execution and correct (except with respect to Section 3(c)), neither the issuance and sale delivery of the Securities nor Transaction Agreements do not, and the performance consummation of the Company’s obligations under this Agreement will: (i) violatetransactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in a breach any violation of, or constitute a breach or default (with or an event which with the giving of without notice or the lapse of time time, or both would be reasonably likely both) under, or give to constitute others a default) under (A) the Articles right of Incorporation of the Company as in effect on the date hereoftermination, including the Certificate (the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) cancellation or other organizational documents of the Company, (B) any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company acceleration of any court, governmental agency material obligation or bodythe loss of a material benefit under, or arbitrator having jurisdiction over result in the Company creation of any lien, security interest, charge or over encumbrance upon any of the properties or assets of the Company or any of its AffiliatesSubsidiaries under, any provision of (i) the articles of incorporation or bylaws of the Company, (Cii) any provision of the terms comparable charter or organizational documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenturemortgage, lease, mortgage, deed of trust indenture or other instrument contract, agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries, or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii), (iii) or (iv), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect, or adversely affect the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any governmental entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of the Transaction Agreements by the Company or is necessary for the consummation by the Company of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "Exchange Act"), (ii) the filing of the Articles of Merger with the SCC and the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Affiliates Subsidiaries is a partyqualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by which the Company Merger or any by the transactions contemplated by this Agreement, (iv) applicable requirements, if any, of its Affiliates is boundblue sky laws and the NYSE, or to which any of and (v) such other consents, orders, authorizations, registrations, declarations and filings the properties of the Company or any of its Affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which the Company, or any of its Affiliates is a party except the violation, conflict, breach, or default failure of which to be obtained or made would not have not, individually or be reasonably likely to in the aggregate, have a Material Adverse Effect; Effect or adversely affect the consummation of any of the transactions contemplated hereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (iiwith or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any material obligation or the loss of a material benefit under, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon the Securities or any of the properties or assets of the Company or any of its Affiliates; Subsidiaries under any leases, subleases, reciprocal operating agreements or (iii) result reciprocal easement agreements relating to the Company's retail stores, other than conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that would not have, individually or in the activation aggregate, a Material Adverse Effect, or adversely affect the consummation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other creditor or equity holder of the Company, nor result in the acceleration of the due date of any obligation of the Company; transactions contemplated hereby or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Companythereby.

No Violation or Conflict. Assuming the representations all consents, approvals, authorizations and warranties other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made and except as set forth in Section 3.4 of the Subscriber in Section 3 are true Company Schedule of Exceptions, the execution and correct (except with respect to Section 3(c))delivery of this Agreement does not, neither and the issuance and sale consummation of the Securities nor transactions contemplated hereby and compliance with the performance of the Company’s obligations under this Agreement will: (i) violateprovisions hereof will not, conflict with, result in a breach any violation of, or constitute a breach or default (with or an event which with the giving of without notice or the lapse of time time, or both would be reasonably likely both) under, or give to constitute others a default) under (A) the Articles right of Incorporation of the Company as in effect on the date hereoftermination, including the Certificate (the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) cancellation or other organizational documents of the Company, (B) any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company acceleration of any court, governmental agency obligation or bodythe loss of a material benefit under, or arbitrator having jurisdiction over result in the Company creation of any lien, security interest, charge or over encumbrance upon any of the properties or assets of the Company or any of its AffiliatesSubsidiaries under, any provision of (i) the articles of incorporation or by-laws of the Company, (Cii) any provision of the terms comparable articles of incorporation, charter or organizational documents of any of the Company’s Subsidiaries, (iii) any loan or credit agreement, note, bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenturemortgage, lease, mortgage, deed of trust indenture or other instrument contract, agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries, or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses, (ii), (iii) or (iv), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect, or adversely affect the consummation of any of the transactions contemplated hereby. No filing, notification or registration with, or authorization, consent or approval of, any governmental entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act and other U.S. or foreign antitrust or competition Laws, the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), (ii) the filing of the Articles of Merger with the NCSOS and SCC and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Affiliates Subsidiaries is a partyqualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by which the Company Merger or any by the transactions contemplated by this Agreement, (iv) applicable requirements, if any, of its Affiliates is boundblue sky laws and the NYSE, or to which any of and (v) such other consents, orders, authorizations, registrations, declarations and filings the properties of the Company or any of its Affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which the Company, or any of its Affiliates is a party except the violation, conflict, breach, or default failure of which to be obtained or made would not have not, individually or be reasonably likely to in the aggregate, have a Material Adverse Effect; Effect or (ii) result in adversely affect the creation or imposition consummation of any lien, charge or encumbrance upon the Securities or any of the assets of the Company or any of its Affiliates; or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other creditor or equity holder of the Company, nor result in the acceleration of the due date of any obligation of the Company; or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Companytransactions contemplated hereby.

No Violation or Conflict. Assuming the representations and warranties -------------------------- of the Subscriber Subscribers in Section 3 4 are true and correct (except with respect to Section 3(c))correct, neither the issuance and sale of the Securities nor the performance of the Company’s 's obligations under this Agreement and all other agreements entered into by the Company relating thereto by the Company will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the Articles articles or certificate of Incorporation of the Company as in effect on the date hereofincorporation, including the Certificate (the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) charter or other organizational documents bylaws of the Company, (B) to the Company's knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its Affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its Affiliates is a party, by which the Company or any of its Affiliates is bound, or to which any of the properties of the Company or any of its Affiliates is subject, or (D) the terms of any “"lock-up” " or similar provision of any underwriting or similar agreement to which the Company, or any of its Affiliates is a party except the violation, conflict, breach, or default of which would not have or be reasonably likely to have a Material Adverse Effect; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company or any of its AffiliatesAffiliates except as described herein; or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other creditor or equity holder of the Company, nor result in the acceleration of the due date of any obligation of the Company; or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Company., except for 360,000 shares issued to Dutchess Private Equities Fund. (g)

No Violation or Conflict. Assuming the representations and warranties of the Subscriber in Section 3 4 are true and correct (except with respect to Section 3(c))correct, neither the issuance and nor the sale of the Securities nor the performance of the Company’s obligations under this Agreement the Transaction Documents by the Company, will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the Articles certificate of Incorporation of the Company as in effect on the date hereofincorporation, including the Certificate (the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) charter or other organizational documents bylaws of the Company, (B) to the Company’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its Affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its Affiliates is a party, by which the Company or any of its Affiliates is bound, or to which any of the properties of the Company or any of its Affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which the Company, or any of its Affiliates is a party party, except in each case the violation, conflict, breach, or default of which would not have or be reasonably likely to have a Material Adverse Effect; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company or any of its AffiliatesAffiliates except in favor of each Subscriber as described herein; or (iii) except as set forth on Schedule 5(d), result in the activation of any rights of first refusal, participation rights, pre-emptive rights, anti-dilution rights or a reset or repricing of any debt debt, equity or security instrument of any other creditor or equity holder of the Company, or the holder of the right to receive any debt, equity or security instrument of the Company nor result in the acceleration of the due date of any obligation of the Company; or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Company.or

No Violation or Conflict. Assuming the representations and warranties of the each Subscriber in Section 3 4 are true and correct (except with respect to Section 3(c))in all material respects, neither the issuance and sale of the Securities nor the performance of the Company’s obligations under this Agreement will: the Transaction Documents will (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a defaultdefault in any material respect) under (A) the Articles certificate of Incorporation of the Company as in effect on the date hereof, including the Certificate (the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) incorporation or other organizational documents bylaws of the Company, (B) to the Company’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its Affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its Affiliates is a party, by which the Company or any of its Affiliates is bound, or to which any of the properties of the Company or any of its Affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement in each case to which the Company, or any of its Affiliates Company is a party party, except in each case of clause (B), (C) or (D) the violation, conflict, breach, or default of which would not have or be reasonably likely to have a Material Adverse Effect; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company or any of its Affiliates; or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt debt, equity or security instrument of any other creditor or equity holder of the Company, or the holder of the right to receive any debt, equity or security instrument of the Company nor result in the acceleration of the due date of any obligation of the Company; or (iviii) result in the activation triggering of any rights of first refusal, participation rights, piggy-back or other registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Company or pursuant to any agreement with the Company.

No Violation or Conflict. Assuming Neither the representations execution and warranties delivery of the Subscriber in Section 3 are true and correct (except with respect to Section 3(c)), neither this Agreement nor the issuance and sale of the Securities Note and underlying Equity Interests (collectively, the "Securities") nor the performance of the Company’s 's obligations under this Agreement and all other agreements entered into by the Company or any of its affiliates relating thereto by the Company or any of its affiliates will: (i) violate, conflict with, result in a material breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) or give to others any rights of termination, amendment, acceleration or cancellation under (A) the Articles articles of Incorporation organization or operating agreement of the Company as in effect on the date hereof, including the Certificate (the “Certificate or any of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) or other organizational documents of the Companyits affiliates, (B) any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company or any of its affiliates of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of its affiliates (including federal and state securities laws and regulations) or over the properties or assets of the Company or any of its Affiliatesaffiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its Affiliates affiliates is a party, by which the Company or any of its Affiliates affiliates is boundbound or affected, or to which any of the properties or assets of the Company or any of its Affiliates affiliates is subject, or (D) the terms of any “"lock-up” " or similar provision of any underwriting or similar agreement to which the Company, or any of its Affiliates affiliates is a party except the violationparty. Under this Agreement, conflict, breach, or default of which would not have or be reasonably likely to have a Material Adverse Effect; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets an "affiliate" of the Company shall include any person that directly or any of its Affiliates; indirectly through one or (iii) result in the activation of any anti-dilution rights more intermediaries, controls or a reset is controlled by or repricing of any debt or security instrument of any other creditor or equity holder of is under common control with the Company, nor result and shall specifically include Guardian Health Sciences, LLC or any other successor in the acceleration of the due date of any obligation of the Company; or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of interest to the Company by merger, reverse merger, or having the right to receive securities of the Companyotherwise.

No Violation or Conflict. Assuming Except as provided in the representations Cogility Disclosure Schedule, none of (a) the execution and warranties delivery by Cogility, or by any of the Subscriber in Section 3 are true Cogility Shareholders, of this Agreement, the Certificate of Merger, and correct (except with respect the other Definitive Documents to Section 3(c)), neither the issuance be executed and sale delivered by Cogility or any of the Securities nor Cogility Shareholders, (b) the consummation by Cogility or any of the Cogility Shareholders of the transactions contemplated by this Agreement, the Certificate of Merger, and the other Definitive Documents, or (c) the performance of this Agreement, the Company’s obligations under Certificate of Merger, and the other Definitive Documents required by this Agreement will: to be executed and delivered by Cogility or any of the Cogility Shareholders at the Closing, will (i1) violateconflict with or violate the Articles of Incorporation or By-Laws of Cogility, (2) conflict withwith or violate any Law, Order or Permit applicable to Cogility or the Cogility Shareholders, or by which Cogility’s properties is bound or affected, or (3) result in a any breach of, or violation of or constitute a default (or an event which that with the giving of notice or the lapse of time or both would be reasonably likely to constitute become a default) under (A) under, or impair Cogility’s rights or alter the Articles of Incorporation of the Company as in effect on the date hereof, including the Certificate (the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) rights or other organizational documents of the Company, (B) any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company obligations of any court, governmental agency or bodythird party under, or arbitrator having jurisdiction over give to others any rights of termination, amendment, acceleration or cancellation of, or result in the Company or over creation of any Lien on any of the properties or assets of the Company or Cogility pursuant to, any of its AffiliatesContract, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust Permit or other instrument or obligation to which the Company or any of its Affiliates is a party, by which the Company or any of its Affiliates is bound, or to which any of the properties of the Company or any of its Affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which the Company, or any of its Affiliates Cogility is a party except or by which Cogility or its properties are bound or affected except, in the violationcase of clause (2) or (3) above, for any such conflict, breach, violation, default or default of which other occurrence that would not have individually or be reasonably likely to in the aggregate, have a Material Adverse Effect; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company or any of its Affiliates; or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other creditor or equity holder of the Company, nor result in the acceleration of the due date of any obligation of the Company; or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the CompanyEffect on Cogility.

No Violation or Conflict. Assuming Neither the representations and warranties of the Subscriber in Section 3 are true and correct (except with respect to Section 3(c)), neither the issuance and sale of the Securities Company nor the performance of the Company’s obligations under this Agreement will: (i) violate, conflict with, result in a breach ofany Insurer ------------------------ has any knowledge that it is, or constitute a default (or an event which with the giving of notice or the lapse passage of time or both both, would be reasonably likely to constitute a default) be, in breach or violation of any of the terms or provisions of or in default under (A) the Articles of Incorporation of the Company as in effect on the date hereof, including the Certificate (the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) or other organizational documents of the Company, (Bi) any decreestatute, judgment, order, law, treaty, rule, rule or regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its AffiliatesSubsidiary, (Cii) the terms of any bondindenture, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenturecontract, lease, mortgage, deed of trust trust, note or other agreement or instrument for over $25,000,000 to which the Company or any of its Affiliates Subsidiary is a partyparty or by which it may be bound, (iii) its certificate of incorporation, by-laws or other organizational documents, and (iv) any order, decree or judgment of any court or governmental agency or body having jurisdiction over the Company or any Subsidiary except, with respect to breaches, violations or defaults contemplated by clauses (i), (ii), (iii) or (iv), for such breaches, violations or defaults that could not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect. The performance of this Agreement by the Company and the consummation of the transactions herein contemplated will not, with the giving of notice or passage of time or both, result in a breach or violation of any of the terms or provisions of or constitute a default under or accelerate obligations under (w) any material statute, rule or regulation applicable to the Company or any Subsidiary, (x) any indenture, contract, mortgage, lease, deed of trust, note or other agreement or instrument for over $25,000,000 to which the Company or any of its Affiliates Subsidiary is a party or by which it is bound, (y) the Company's or to which any Subsidiary's certificate of the properties incorporation or by-laws or (z) any order, decree or judgment of any court or governmental agency or body having jurisdiction over the Company or any of its Affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which the Company, Subsidiary or any of its Affiliates is a party except their properties; provided, however, that no breach of the violation, conflict, breach, or default of which would not have or foregoing representation and warranty shall be reasonably likely deemed to have occurred if such breach arises from a Material Adverse Effect; or (ii) result in failure by the creation or imposition of any lien, charge or encumbrance upon the Securities or any Company to satisfy a debt leverage test as a consequence of the assets issuance of the Company or any of its Affiliates; or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other creditor or equity holder of the Company, nor result in the acceleration of the due date of any obligation of the Company; or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the CompanyNotes.

No Violation or Conflict. Assuming all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained, the representations Stockholders have approved and warranties adopted this Agreement and approved the Merger and all filings and obligations described in this Section 3.4 have been made and except as set forth in Section 3.4 of the Subscriber in Section 3 are true Disclosure Schedule, the execution and correct (except with respect to Section 3(c)), neither the issuance and sale delivery of the Securities nor Transaction Agreements do not, and the performance consummation of the Company’s obligations under this Agreement will: (i) violatetransactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in a breach any violation of, or constitute a breach or default (with or an event which with the giving of without notice or the lapse of time time, or both would be reasonably likely both) under, or give to constitute others a default) under (A) the Articles right of Incorporation of the Company as in effect on the date hereoftermination, including the Certificate (the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) cancellation or other organizational documents of the Company, (B) any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company acceleration of any court, governmental agency obligation or bodythe loss of a material benefit under, or arbitrator having jurisdiction over result in the Company or over creation of any Lien upon any of the properties or assets of the Company or any of its AffiliatesSubsidiaries under, any provision of (a) the certificate of incorporation or bylaws of the Company, (Cb) any provision of the terms comparable charter or organizational documents of any of the Company's Subsidiaries, (c) any loan or credit agreement, note, bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenturemortgage, lease, mortgage, deed of trust indenture or other instrument contract, agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries, or (d) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses, (b), (c) or (d), any such conflicts, violations, breaches, defaults, rights or Liens that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, or materially adversely affect the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of the Transaction Agreements by the Company or is necessary for the consummation of the Merger by the Company and the other transactions contemplated by the Transaction Agreements by the Company, except for (i) in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "Exchange Act"), (ii) the filing of the Certificate of Merger with the Secretary of State and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its Affiliates Subsidiaries is a partyqualified to do business, (iii) such filings and consents as may be required under any Environmental, health or safety Law pertaining to any notification, disclosure or required approval triggered by which the Company Merger or any of its Affiliates is boundby the transactions contemplated by this Agreement, or to which any of the properties of the Company or any of its Affiliates is subject(iv) applicable requirements, or (D) the terms if any, of any “lock-up” state securities or similar provision of any underwriting or similar agreement to which blue sky Laws and the CompanyNasdaq National Market, or any of its Affiliates is a party except and (v) such other consents, orders, authorizations, registrations, declarations and filings the violation, conflict, breach, or default failure of which would to be obtained or made could not have reasonably be expected to, individually or be reasonably likely to in the aggregate, have a Material Adverse Effect; Effect or (ii) result in materially adversely affect the creation or imposition consummation of any lien, charge or encumbrance upon the Securities or any of the assets of the Company transactions contemplated hereby or any of its Affiliates; thereby or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of by any other creditor or equity holder of the Company, nor result in the acceleration of the due date of any obligation of the Company; or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the CompanyTransaction Agreement.

No Violation or Conflict. Assuming the representations and warranties of the Subscriber in Section 3 4 are true and correct (except with respect to Section 3(c4(c)), neither the issuance and sale of the Securities nor the performance of the Company’s obligations under this Agreement will: (i) violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under (A) the Articles of Incorporation of the Company as in effect on the date hereof, including the Certificate (the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) or other organizational documents of the Company, (B) any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its Affiliates, (C) the terms of any bond, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company or any of its Affiliates is a party, by which the Company or any of its Affiliates is bound, or to which any of the properties of the Company or any of its Affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which the Company, or any of its Affiliates is a party except the violation, conflict, breach, or default of which would not have or be reasonably likely to have a Material Adverse Effect; or (ii) result in the creation or imposition of any lien, charge or encumbrance upon the Securities or any of the assets of the Company or any of its Affiliates; or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other creditor or equity holder of the Company, nor result in the acceleration of the due date of any obligation of the Company; or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the Company.

No Violation or Conflict. Assuming Neither the representations and warranties of the Subscriber in Section 3 are true and correct (except with respect to Section 3(c)), neither the issuance and sale of the Securities Company nor the performance of the Company’s obligations under this Agreement will: (i) violate, conflict with, result in a breach ofany Insurer has any ------------------------ knowledge that it is, or constitute a default (or an event which with the giving of notice or the lapse passage of time or both both, would be reasonably likely to constitute a default) be, in breach or violation of any of the terms or provisions of or in default under (A) the Articles of Incorporation of the Company as in effect on the date hereof, including the Certificate (the “Certificate of Incorporation”), the Bylaws of the Company as in effect on the date hereof (the “Bylaws”) or other organizational documents of the Company, (Bi) any decreestatute, judgment, order, law, treaty, rule, rule or regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its AffiliatesSubsidiary, (Cii) the terms of any bondindenture, debenture, note or any other evidence of indebtedness, or any agreement, stock option or other similar plan, indenturecontract, lease, mortgage, deed of trust trust, note or other agreement or instrument for over $25,000,000 to which the Company or any of its Affiliates Subsidiary is a partyparty or by which it may be bound, (iii) its certificate of incorporation, by-laws or other organizational documents, and (iv) any order, decree or judgment of any court or governmental agency or body having jurisdiction over the Company or any Subsidiary except, with respect to breaches, violations or defaults contemplated by clauses (i), (ii), (iii) or (iv), for such breaches, violations or defaults that could not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect. The performance of this Agreement by the Company and the consummation of the transactions herein contemplated will not, with the giving of notice or passage of time or both, result in a breach or violation of any of the terms or provisions of or constitute a default under or accelerate obligations under (w) any material statute, rule or regulation applicable to the Company or any Subsidiary, (x) any indenture, contract, mortgage, lease, deed of trust, note or other agreement or instrument for over $25,000,000 to which the Company or any of its Affiliates Subsidiary is a party or by which it is bound, (y) the Company's or to which any Subsidiary's certificate of the properties incorporation or by-laws or (z) any order, decree or judgment of any court or governmental agency or body having jurisdiction over the Company or any of its Affiliates is subject, or (D) the terms of any “lock-up” or similar provision of any underwriting or similar agreement to which the Company, Subsidiary or any of its Affiliates is a party except their properties; provided, however, that no breach of the violation, conflict, breach, or default of which would not have or foregoing representation and warranty shall be reasonably likely deemed to have occurred if such breach arises from a Material Adverse Effect; or (ii) result in failure by the creation or imposition of any lien, charge or encumbrance upon the Securities or any Company to satisfy a debt leverage test as a consequence of the assets issuance of the Company or any of its Affiliates; or (iii) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other creditor or equity holder of the Company, nor result in the acceleration of the due date of any obligation of the Company; or (iv) result in the activation of any piggy-back registration rights of any person or entity holding securities of the Company or having the right to receive securities of the CompanyNotes.