Common use of No Violation to Result Clause in Contracts

No Violation to Result. Other than with respect to the Securities Laws or as may be required by reason of the Seller Parties’ participation in the Transactions, and assuming all consents or filings set forth on Schedule 5.3 are obtained or made, the execution, delivery and performance by Parent and the Buyer of the Transaction Documents to which each is a party, and the consummation by Parent of the Extension and by Parent and the Buyer of the Transactions, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate, breach, conflict with, constitute a default under or accelerate or permit the acceleration of the performance required by (i) any of the terms of the Organizational Documents or any resolution adopted by the Parent Board or the stockholders of Parent, (ii) any of the terms of the limited liability company agreement or other organizational document of the Buyer or any resolution adopted by the managers of the Buyer or members of the Buyer, (iii) any contract or agreement (whether written or oral) to which the Buyer or Parent is a party or by which either of them or their assets are bound or (iv) any Law or other legal requirement of any Governmental Authority applicable to Parent or the Buyer; (b) give any Governmental Authority or other Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any contract or agreement (whether written or oral) or cancel, terminate or modify any such contract or agreement; or (c) result in the creation or imposition of any material Encumbrance or restriction (other than as expressly provided in the Transaction Documents) in favor of any Person upon any of the Buyer Units under any contract or agreement (whether written or oral) entered into by Parent or the Buyer or any of the material properties or material assets of Parent or the Buyer, except, in the case of (a)(iii) and (a)(iv), where the failure of such representation to be true and correct is not material to Parent and the Buyer (taken as a whole). No notice to, filing with, or consent of any Person is necessary in connection with, and no “change of control” provision in any contract or agreement (whether written or oral) or otherwise is, or will be, triggered by, the authorization, approval, execution, delivery or performance by Parent of the Extension Documents or the consummation by Parent of the Extension or by Parent and the Buyer of the Transaction Documents or the consummation by Parent and the Buyer of the Transactions, except for (y) the actions to be taken in connection with the Proxy Solicitation, the Extension Proxy Solicitation, the Warrant Tender Offer or approval of the Buyer’s member, as applicable; and (z) compliance with the applicable requirements of the Securities Laws.

No Violation to Result. Other than with respect to the Securities Laws or as may be required by reason of the Seller Parties’ participation in the Transactions, and assuming all consents or filings set forth on Schedule 5.3 are obtained or made, the The execution, delivery and performance by Parent the Seller of this Agreement and the Buyer of the Transaction Documents to which each is a party, other documents contemplated hereby and the consummation by Parent the Seller of the Extension transactions contemplated hereby and by Parent thereby and the Buyer fulfillment by the Seller of the Transactionsterms hereof and thereof, do not and will not: (a) violate, directly breach or indirectly constitute a default under (or event which, with or without the giving of notice or lapse of time, or both): (a) violate, breach, conflict with, constitute would become a default under or under), accelerate or permit the acceleration of the performance required by by: (i) any of the terms of the Organizational Documents organizational documents, or any resolution adopted by any of the Parent Board shareholders or the stockholders directors of Parentany Seller Party, or (ii) any of Contract related to the terms of Business or otherwise Affecting the limited liability company agreement or other organizational document of the Buyer or any resolution adopted by the managers of the Buyer or members of the Buyer, (iii) any contract or agreement (whether written or oral) to which the Buyer or Parent is a party or by which either of them or their assets are bound or (iv) any Law or other legal requirement of any Governmental Authority applicable to Parent or the BuyerPurchased Assets; (b) give any Governmental Authority or other Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any contract Contract related to the Business or agreement (whether written or oral) otherwise Affecting the Purchased Assets or cancel, terminate or modify any such contract Contract related to the Business or agreementotherwise Affecting the Purchased Assets; (c) give any Governmental Authority or other Person the right to prohibit any of the transactions contemplated by this Agreement; or (cd) result in give any Governmental Authority the creation right to revoke, withdraw, suspend, cancel, modify or imposition of terminate any material Encumbrance permit, license, or restriction (other than as expressly provided in designation that is held by any Seller Party or that is otherwise necessary for any Seller Party to conduct the Transaction Documents) in favor of any Person upon any of Business or to own the Buyer Units under any contract or agreement (whether written or oral) entered into by Parent or the Buyer or any of the material properties or material assets of Parent or the Buyer, except, in the case of (a)(iii) and (a)(iv), where the failure of such representation to be true and correct is not material to Parent and the Buyer (taken as a whole)Purchased Assets. No notice to, filing with, or consent of of, any Person is necessary in connection with, and no “change of control” provision in any contract or agreement (whether written or oral) Contract related to the Business or otherwise Affecting the Purchased Assets is, or will be, triggered by, the authorization, approval, execution, delivery or performance by Parent the Seller of this Agreement and the Extension Documents other documents contemplated hereby or the consummation by Parent the Seller of the Extension transactions contemplated hereby or thereby. Each Seller Party has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing. No “fair price,” “interested stockholder,” “business combination” or similar provision of any jurisdiction’s takeover or similar Law is, or at the Closing will be, applicable to the transactions contemplated by Parent this Agreement and the Buyer of the Transaction Documents or the consummation by Parent and the Buyer of the Transactions, except for (y) the actions to be taken in connection with the Proxy Solicitation, the Extension Proxy Solicitation, the Warrant Tender Offer or approval of the Buyer’s member, as applicable; and (z) compliance with the applicable requirements of the Securities Lawsother documents contemplated hereby.

No Violation to Result. Other than with respect to the Securities Laws or Except as may be required by reason of the Seller Parties’ participation in the Transactions, and assuming all consents or filings set forth on Schedule 5.3 are obtained or made3.3, the execution, delivery and performance by Parent the Company of this Agreement and the Buyer of the Transaction Documents to which each is a party, other documents contemplated hereby and the consummation by Parent the Company of the Extension transactions contemplated hereby and by Parent thereby and the Buyer fulfillment by the Company of the Transactionsterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (i) any of the terms of the Organizational Documents Articles of Incorporation or Bylaws of the Company or any organizational documents of any of its Subsidiaries or any resolution adopted by the Parent Board board of directors or Shareholders of the stockholders Company or any of Parentits Subsidiaries, or (ii) any of the terms of the limited liability company agreement Material Contract or other organizational document of the Buyer or any resolution adopted by the managers of the Buyer or members of the Buyer, (iii) any contract or agreement (whether written or oral) Encumbrance to which the Buyer Company or Parent any of its Subsidiaries is a party or by which either the Company or any of them or their assets are bound its Subsidiaries is bound, or (iviii) any Law law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Government Authority applicable to Parent the Company or the Buyerany of its Subsidiaries, except where it could not reasonably be expected to have a Material Adverse Effect; (b) give any Governmental Authority or other Person the right to declare a default or default, exercise any remedy or accelerate the performance or maturity under any contract or agreement (whether written or oral) such Material Contract or cancel, terminate or modify any such contract Material Contract; (c) give any Government Authority or agreementother Person the right to challenge any of the transactions contemplated by this Agreement; (d) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company or any of its Subsidiaries, except where it could not reasonably be expected to have a Material Adverse Effect; or (ce) result in the creation or imposition of any material Encumbrance Encumbrance, to the knowledge of the Company or any Subsidiary, any possibility of Encumbrance, or any restriction (other than as expressly provided in the Transaction Documents) in favor of any Person upon any of the Buyer Units under any contract or agreement (whether written or oral) entered into by Parent or the Buyer Company Stock or any of the material properties or material assets of Parent the Company or the Buyerany of its Subsidiaries. Other than as set forth on Schedule 3.3, except, in the case of (a)(iii) and (a)(iv), where the failure of such representation to be true and correct is not material to Parent and the Buyer (taken as a whole). No no notice to, filing with, or consent of of, any Person is necessary in connection with, and no “change of control” provision in any contract or agreement (whether written or oral) or otherwise is, or will be, is triggered by, the authorizationapproval, approvaladoption, execution, delivery or performance by Parent the Company of this Agreement and the Extension Documents other documents contemplated hereby or the consummation by Parent the Company of the Extension transactions contemplated hereby or by Parent thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Buyer of the Transaction Documents or the consummation by Parent and the Buyer of the Transactions, except for (y) the actions to be taken in connection with the Proxy Solicitation, the Extension Proxy Solicitation, the Warrant Tender Offer or approval of the Buyer’s member, as applicable; and (z) compliance with the applicable requirements of the Securities LawsClosing.

No Violation to Result. Other than with respect to the Securities Laws or as may be required by reason of the Seller Parties’ participation in the Transactions, and assuming all consents or filings set forth on Schedule 5.3 are obtained or mademade and the Required Parent Stockholder Approval is obtained, the execution, delivery and performance by each Parent and the Buyer Party of the Transaction Documents to which each it is a party, and the consummation by Parent of the Extension and by each Parent and the Buyer Party of the Transactions, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate, breach, conflict with, constitute a default under or accelerate or permit the acceleration of the performance required by (i) any of the terms of the Parent Organizational Documents or any resolution adopted by the Parent Board or the stockholders of Parent, (ii) any of the terms of the certificate of incorporation or bylaws or other organizational document of Pubco or Parent Merger Sub or any resolution adopted by the board of directors of Pubco or Parent Merger Sub or stockholders of Pubco or Parent Merger Sub, (iii) any of the terms of the certificate of formation, limited liability company agreement or other organizational document documents of the Buyer Company Merger Sub or any resolution adopted by the member or managers of the Buyer or members of the BuyerCompany Merger Sub, (iiiiv) any contract or agreement (whether written or oral) to which the Buyer or a Parent Party is a party or by which either any of them or their assets are bound or (ivv) any Law or other legal requirement of any Governmental Authority applicable to such Parent or the BuyerParty; (b) give any Governmental Authority or other Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any contract or agreement (whether written or oral) or cancel, terminate or modify any such contract or agreement; or (c) result in the creation or imposition of any material Encumbrance or restriction (other than as expressly provided in the Transaction Documents) in favor of any Person upon any of the Buyer Units equity interest in Pubco or either Merger Sub Sub under any contract or agreement (whether written or oral) entered into by a Parent or the Buyer Party or any of the material properties or material assets of a Parent or the BuyerParty, except, in the case of (a)(iiia)(iv) and (a)(iva)(v), where the failure of such representation to be true and correct is not material to Parent and the Buyer its Subsidiaries (taken as a whole). No notice to, filing with, or consent of any Person is necessary in connection with, and no “change of control” provision in any contract or agreement (whether written or oral) or otherwise is, or will be, triggered by, the authorization, approval, execution, delivery or performance by Parent of the Extension Documents or the consummation by Parent of the Extension or by a Parent and the Buyer Party of the Transaction Documents or the consummation by a Parent and the Buyer Party of the Transactions, except for (y) the actions to be taken in connection with the Proxy Solicitation, the Extension Proxy Solicitation, the Warrant Tender Offer or approval the filing of the Buyer’s member, as applicableRegistration Statement; and (z) compliance with the applicable requirements of the Securities Laws.

No Violation to Result. Other than with respect to the Securities Laws or Except as may be required by reason of the Seller Parties’ participation in the Transactions, and assuming all consents or filings set forth on Schedule 5.3 are obtained or made3.3 to the Disclosure Schedule, the execution, delivery and performance by Parent the Company of this Agreement and the Buyer of the Company Transaction Documents to which each is a party, Agreements and the consummation by Parent the Company of the Extension transactions contemplated hereby and by Parent thereby and the Buyer fulfillment by the Company of the Transactionsterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ai) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (ix) any of the terms of the Organizational Documents Articles of Incorporation or Bylaws of the Company or any of its Subsidiaries or any resolution adopted by the Parent Board board of directors or Shareholders of the stockholders Company or any of Parentits Subsidiaries, or (iiy) any of the terms of the limited liability company agreement Contract or other organizational document of the Buyer or any resolution adopted by the managers of the Buyer or members of the Buyer, (iii) any contract or agreement (whether written or oral) Encumbrance to which the Buyer Company or Parent any of its Subsidiaries is a party or by which either the Company or any of them or their assets are bound its Subsidiaries is bound, or (ivz) any Law law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Government Authority applicable to Parent the Company or the Buyerany of its Subsidiaries; (bii) give any Governmental Authority or other Person the right to declare a default or default, exercise any remedy or accelerate the performance or maturity under any contract or agreement (whether written or oral) such Contract or cancel, terminate or modify any such contract Contract; (iii) give any Government Authority or agreementother Person a reasonable basis to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company or any of its Subsidiaries; or (cv) result in the creation or imposition of any material Encumbrance Encumbrance, possibility of Encumbrance, or restriction (other than as expressly provided in the Transaction Documents) in favor of any Person upon the Company Stock or any of the Buyer Units under any contract or agreement (whether written or oral) entered into by Parent or the Buyer or Encumbrance upon any of the material properties or material assets of Parent the Company or any of its Subsidiaries. Except for the Buyerfiling of the Plan of Merger with the California Secretary of State, exceptand other than as set forth on Schedule 3.3 to the Disclosure Schedule, in the case of (a)(iii) and (a)(iv), where the failure of such representation to be true and correct is not material to Parent and the Buyer (taken as a whole). No no notice to, filing with, or consent of of, any Person is necessary in connection with, and no “change of control” provision in any contract or agreement (whether written or oral) or otherwise is, or will be, is triggered by, the authorizationapproval, approvaladoption, execution, delivery or performance by Parent the Company of this Agreement and the Extension Documents other documents contemplated hereby or the consummation by Parent the Company of the Extension transactions contemplated hereby or by Parent thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Buyer of the Transaction Documents or the consummation by Parent and the Buyer of the Transactions, except for (y) the actions to be taken in connection with the Proxy Solicitation, the Extension Proxy Solicitation, the Warrant Tender Offer or approval of the Buyer’s member, as applicable; and (z) compliance with the applicable requirements of the Securities LawsClosing.

No Violation to Result. Other than with respect to the Securities Laws or Except as may be required by reason of the Seller Parties’ participation in the Transactions, and assuming all consents or filings set forth on Schedule 5.3 are obtained or made5.3, the execution, delivery and performance by Parent and Merger Sub of this Agreement and the Buyer of the Transaction Documents to which each is a party, other documents contemplated hereby and the consummation by Parent and Merger Sub of the Extension transactions contemplated hereby and by Parent and the Buyer of the Transactions, thereby do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ai) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (ix) any of the terms of the Organizational Documents respective Certificates of Incorporation or Bylaws of Parent and Merger Sub or any resolution adopted by the Parent Board respective board of directors or the stockholders of ParentParent and Merger Sub, or (iiy) any of the terms of the limited liability company agreement or other organizational document of the Buyer note, debt instrument, security agreement, mortgage or any resolution adopted by the managers of the Buyer or members of the Buyer, (iii) any contract or agreement (whether written or oral) other Contract to which the Buyer Parent or Parent Merger Sub is a party or by which either of them or their assets are bound is bound; or (ivz) any Law law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Government Authority applicable to Parent or the BuyerMerger Sub; (bii) give any Governmental Government Authority or other Person the right to declare a default or exercise challenge any remedy or accelerate performance or maturity under any contract or agreement (whether written or oral) or cancel, terminate or modify any such contract or agreementof the transactions contemplated by this Agreement; or (ciii) result in the creation or imposition of any material Encumbrance, possibility of Encumbrance or restriction (other than as expressly provided in the Transaction Documents) in favor of any Person Person, except for any Permitted Encumbrance, upon any of the Buyer Units under any contract or agreement (whether written or oral) entered into by Parent or the Buyer or any of the material properties or material assets of Parent or the BuyerMerger Sub, exceptexcept with respect to Section 5.3(i)(y) above any such violations, in the case of (a)(iii) and (a)(iv)breaches, where the failure of such representation to be true and correct is not material to Parent and the Buyer (taken conflicts, defaults or acceleration as a whole)are immaterial. No Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein, no notice to, filing with, or consent of of, any Person is necessary in connection with, and no “change of control” provision in any contract or agreement (whether written or oral) or otherwise is, or will be, triggered by, with the authorization, approval, execution, delivery or performance by Parent or Merger Sub of the Extension Documents or the consummation by Parent of the Extension or by Parent this Agreement and the Buyer of the Transaction Documents or other documents contemplated hereby nor the consummation by Parent and the Buyer Merger Sub of the Transactionstransactions contemplated hereby or thereby. Each of Parent and Merger Sub has given all notices, except for (y) the actions made all filings and obtained all consents set forth on Schedule 5.3 or will have done so prior to be taken in connection with the Proxy Solicitation, the Extension Proxy Solicitation, the Warrant Tender Offer or approval of the Buyer’s member, as applicable; and (z) compliance with the applicable requirements of the Securities LawsClosing.

No Violation to Result. Other than with respect to the Securities Laws or Except as may be required by reason of the Seller Parties’ participation in the Transactions, and assuming all consents or filings set forth on Schedule 5.3 are obtained or made3.3(a), the execution, delivery and performance by Parent the Company of this Agreement and the Buyer of the Transaction Documents to which each is a party, other documents contemplated hereby and the consummation by Parent the Company of the Extension transactions contemplated hereby and by Parent thereby and the Buyer fulfillment by the Company of the Transactionsterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, time or both): (ai) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (ix) any of the terms of the Organizational Documents Certificate of Incorporation or bylaws or other organizational documents of the Company or any of its Subsidiaries or any resolution adopted by the Parent Board board of directors or Stockholders of the stockholders Company or any of Parentits Subsidiaries, or (iiy) any of the terms of the limited liability company agreement Contract or other organizational document of the Buyer or any resolution adopted by the managers of the Buyer or members of the Buyer, (iii) any contract or agreement (whether written or oral) Encumbrance to which the Buyer Company or Parent any of its Subsidiaries is a party or by which either the Company or any of them or their assets are bound its Subsidiaries is bound, or (ivz) any Law law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Government Authority applicable to Parent the Company or the Buyerany of its Subsidiaries; (bii) give any Governmental Authority or other Person the right to declare a default or default, exercise any remedy or accelerate the performance or maturity under any contract or agreement (whether written or oral) such Contract or cancel, terminate or modify any such contract Contract; (iii) give any Government Authority or agreementother Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company or any of its Subsidiaries; or (cv) result in the creation or imposition of any material Encumbrance Encumbrance, possibility of Encumbrance, or restriction (other than as expressly provided in the Transaction Documents) in favor of any Person upon any of the Buyer Units under any contract or agreement (whether written or oral) entered into by Parent or the Buyer Company Common Stock or any of the material properties or material assets of Parent the Company or the Buyer, except, in the case any of (a)(iii) and (a)(ivits Subsidiaries. Other than as set forth on Schedule 3.3(b), where the failure of such representation to be true and correct is not material to Parent and the Buyer (taken as a whole). No no notice to, filing with, or consent of of, any Person is necessary in connection with, and no “change of control” provision in any contract or agreement (whether written or oral) or otherwise is, or will be, is triggered by, the authorizationapproval, approvaladoption, execution, delivery or performance by Parent the Company of this Agreement and the Extension Documents other documents contemplated hereby or the consummation by Parent the Company of the Extension transactions contemplated hereby or by Parent and the Buyer of the Transaction Documents or the consummation by Parent and the Buyer of the Transactions, except for (y) the actions to be taken in connection with the Proxy Solicitation, the Extension Proxy Solicitation, the Warrant Tender Offer or approval of the Buyer’s member, as applicable; and (z) compliance with the applicable requirements of the Securities Lawsthereby.

No Violation to Result. Other than with respect to the Securities Laws or as may be required by reason of Parent’s or the Seller Parties’ Buyer’s participation in the Transactions, and assuming all consents or filings set forth on Schedule 5.3 3.3 are obtained or made, the execution, delivery and performance by Parent and the Buyer Company of the Transaction Documents to which each the Company is a party, party and the consummation by Parent the Company of the Extension and by Parent Transactions and the Buyer fulfillment by the Company of the Transactionsterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (i) any of the terms of the Organizational Documents or any resolution adopted by the Parent Board or the stockholders of Parent, (ii) any of the terms of the limited liability company operating agreement or other organizational document documents of the Buyer Company or any of its Subsidiaries or any resolution adopted by the managers of the Buyer or members of the BuyerCompany or any of its Subsidiaries, (iiiii) any contract or agreement (whether written or oral) Material Contract to which the Buyer Company or Parent any of its Subsidiaries is a party or by which either of them they or their assets are bound bound, or (iviii) any Law or other legal requirement of any Governmental Authority applicable to Parent the Company or the Buyerany of its Subsidiaries; (b) give any Governmental Authority or other Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any contract or agreement (whether written or oral) Material Contract or cancel, terminate or modify any such contract Material Contract; (c) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or agreementmodify, any material permit or license that is held by the Company or any of its Subsidiaries or that otherwise is used in or necessary for the Company’s or any of its Subsidiaries’ business or any of the assets owned or used by the Company or any of its Subsidiaries; or (cd) result in the creation or imposition of any material Encumbrance or restriction (other than as expressly provided in the Transaction Documents) in favor of any Person (other than the Buyer) upon any of the Buyer Acquired Units under any contract or agreement (whether written or oral) entered into by Parent or the Buyer or any of the material properties or material assets of Parent the Company or any of its Subsidiaries under any Contract entered into by the BuyerCompany or its Subsidiaries, except, in the case of each of (a)(ii), (a)(iii) and (a)(ivb), where the failure of such representation representations and warranties to be so true and correct is not material to Parent the Company and the Buyer its Subsidiaries (taken as a whole). No notice to, filing with, or consent of any Governmental Authority under any Law or any Person under any Material Contract is necessary in connection with, and no “change of control” provision in any contract or agreement (whether written or oral) or otherwise Material Contract is, or will be, triggered by, the authorization, approval, execution, delivery or performance by Parent the Company or any of the Extension Documents or the consummation by Parent of the Extension or by Parent and the Buyer its Subsidiaries of the Transaction Documents or the consummation by Parent and the Buyer Company or any of its Subsidiaries of the TransactionsTransactions pursuant thereto, except for (x) as set forth on Schedule 3.3, (y) under the actions Exchange Act, the Securities Act or other federal or state securities, “blue sky” or takeover Laws and any rules or regulations promulgated thereunder (collectively, the “Securities Laws”) or (z) any notice, filing or consent, the failure of which to be taken in connection with the Proxy Solicitation, the Extension Proxy Solicitation, the Warrant Tender Offer made or approval of the Buyer’s memberobtained, as applicable; , is not material to the Company and its Subsidiaries (z) compliance with the applicable requirements of the Securities Lawstaken as a whole).