Common use of No Violations, etc Clause in Contracts

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of any Government Entity is necessary on the part of Extensity, at or before the Effective Time, for the completion by Extensity of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Merger, except (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Exchange Act and U.S. state securities laws and (iii) any filings and observance of one or more waiting periods required under HSR. None of the execution and delivery of this Agreement, the completion of the Merger or any of the other transactions contemplated hereby, or compliance with the provisions hereof, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law) will: (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or bylaws of Extensity or of any charter document of any Extensity Sub, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity or any Extensity Sub, or by which any of its properties or assets may be bound or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which either of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or made in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of any Government Entity is necessary on the part of Extensity, at or before the Effective Time, Company for the completion consummation by Extensity the Company of the Merger or any of and the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries Buyer of full rights to own and operate Extensity's or any Extensity Sub's businesses the business of the Company and each Company Subsidiary as presently being conducted after the Mergerconducted, except (ia) for the filing of the Certificate of Merger as required by the Delaware Law, (iib) the applicable requirements of the Exchange Act and U.S. Act, state securities or “blue sky” laws and state takeover laws, (iiic) any filings and observance of one or more waiting periods filing required under HSRthe HSR Act or comparable laws of any other applicable jurisdictions, and (d) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise materially delay the Company from performing its obligations under this Agreement, or, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. None of Neither the execution and delivery of this Agreement, nor the completion consummation of the Merger or any of and the other transactions contemplated herebyby this Agreement, or nor compliance by the Company with all of the provisions hereofof this Agreement, by Extensity, or nor the exercise by Geac, Extensity and their respective Subsidiaries Buyer of full rights to own and operate Extensity's the business of the Company and each Extensity Sub's businesses after the Merger Company Subsidiary as they are presently being conducted (will, subject to obtaining the approval of the Merger this Agreement by the holders of a majority of the outstanding shares of Extensity Common Stock Required Company Stockholder Vote at the Stockholder Company Special Meeting or any adjournment or postponement of such meeting in accordance with Delaware Law and the Delaware Law) will: Bylaws of the Company, (ix) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws of Extensity or of any other charter document of the Company or any Extensity SubCompany Subsidiary, (iiy) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity the Company or any Extensity SubCompany Subsidiary, or by which any of its their properties or assets may be bound or (iiiz) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default underdefault, or result in any material change increation of an Encumbrance, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity the Company or any Extensity Sub Company Subsidiary is a party or by which either any of them or any of their properties or assets may be bound, except in the case of clause (y) or (z) above, for any such conflicts, breaches, violations, defaults or other occurrences that would not (A) individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect or (B) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Schedule 4.3 of the Extensity Company Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement under any of Extensity's the Company’s or any Extensity Sub's of Company Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations, other than consents, waivers and approvals the lack of which would not reasonably be expected to have a Company Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity Entity") is necessary on the part of Extensity, at or before the Effective Time, Stel for the completion consummation by Extensity Stel of the Merger or any of and the other transactions contemplated hereby and by this the Stock Option Agreement and the Technology Option Agreement, or for the exercise by Geac, Extensity Newbridge and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's or any Extensity Sub's businesses the business of Stel and its Subsidiaries as presently being conducted after the Mergerconducted, except for (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the "Exchange Act") including the filing of a proxy statement on Schedule 14A which is expected to be incorporated into a Registration Statement on Form S-4 to be filed by Newbridge registering the Newbridge Common Stock to be issued hereunder (the "Registration Statement"), state securities or "blue sky" laws and state takeover laws, (iii) any filings and observance of one or more waiting periods filing required under HSRthe ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇") and (iv) the voluntary notice to be filed under Section 721 of the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 (the "Exon-▇▇▇▇▇▇ Amendment"). None of Neither the execution and delivery of this Agreement, the completion Stock Option Agreement, and the Technology Option Agreement nor the consummation of the Merger or any of and the other transactions contemplated hereby, or hereby and thereby nor compliance by Stel with all of the provisions hereofhereof and thereof, by Extensity, or nor the exercise by Geac, Extensity Newbridge and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's the business of Stel and each Extensity Sub's businesses after the Merger its Subsidiaries as they are presently being conducted (will, subject to obtaining the approval of the Merger this Agreement by the holders of a majority of the outstanding shares of Extensity Stel Common Stock at the Stockholder Stel Special Meeting or any adjournment thereof in accordance with the Delaware Law) will: , (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws of Extensity or of any other charter document of Stel or any Extensity Subof its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Stel, or any Extensity Subof its Subsidiaries, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity Stel or any Extensity Sub of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 3.3 of the Extensity Stel Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated hereby or by this the Stock Option Agreement or Technology Option Agreement under any of ExtensityStel's or any Extensity Sub's of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligationsobligations the failure to obtain which would have a Stel Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity is necessary on the part of Extensity, at either Identix or before the Effective Time, Merger Sub for the completion consummation by Extensity Identix or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Mergerhereby, except (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act and U.S. Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of Nasdaq, (iiiiv) any filings and observance of one or more waiting periods required under HSRand in compliance with the HSR Act, (v) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Visionics from performing its obligations under this Agreement or individually or in the aggregate, have an Identix Material Adverse Effect. None of Neither the execution and delivery of this the Agreement, nor the completion consummation of the Merger or any of the other transactions contemplated hereby, or nor compliance by Identix and Merger Sub with all of the provisions hereofhereof and thereof will, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the issuance of Identix Common Stock in the Merger by the holders of a majority of the outstanding shares of Extensity Identix Common Stock represented in person or by proxy at the Stockholder Identix Special Meeting or any adjournment thereof in accordance with the Delaware Law) will: , (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws other charter documents of Extensity Identix or of any charter document of any Extensity SubIdentix Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Identix or any Extensity SubIdentix Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity Identix or any Extensity Sub Identix Subsidiary is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Identix Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby under any of Extensity's Identix' or any Extensity Sub's of the Identix Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligationsobligations the failure to obtain which would have an Identix Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity is necessary on the part of Extensity, at Thoratec or before the Effective Time, Merger Sub for the completion consummation by Extensity Thoratec or Merger Sub of the Merger or the other transactions contemplated by the TCA Agreements or by the TEC Agreements, or the exercise by Thoratec, TCA and their Subsidiaries of full rights to own and operate their businesses as presently being conducted, except (i) for the filing of the Articles of Merger as required by the Massachusetts Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act (including with respect to the Joint Proxy Statement/Prospectus), state securities or "blue sky" laws, state takeover laws and the listing requirements of Nasdaq and (iv) filings required under the HSR Act. None of the execution and delivery of the TCA Agreements and the TEC Agreements, the consummation of the Merger or any of the other transactions contemplated hereby and thereby, compliance by this AgreementThoratec and Merger Sub with all of the provisions hereof and thereof, or for the exercise by GeacThoratec, Extensity and TCA or any of their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Merger, except (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Exchange Act and U.S. state securities laws and (iii) any filings and observance of one or more waiting periods required under HSR. None of the execution and delivery of this Agreement, the completion of the Merger or any of the other transactions contemplated hereby, or compliance with the provisions hereof, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger by the holders Holders of a majority of the outstanding shares of Extensity Common Stock such stock at the Stockholder Thoratec Special Meeting or any adjournment or postponement thereof in accordance with the Delaware California Law) will: will (i) conflict with or result in any breach of any provision of the Certificate articles of Incorporation incorporation, bylaws or bylaws of Extensity or of any other charter document of Thoratec or any Extensity SubThoratec Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Thoratec or any Extensity SubThoratec Subsidiary, or by which any of its properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity Thoratec or any Extensity Sub Thoratec Subsidiary is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Thoratec Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement the TCA Agreements or the TEC Agreements under any of ExtensityThoratec's or any Extensity SubThoratec Subsidiary's notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity is necessary on the part of Extensity, at either Buyer or before the Effective Time, Merger Sub for the completion consummation by Extensity Buyer or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, or except for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Merger, except (ia) the filing of the Certificate of Merger as required by the Delaware Law, (iib) the filing with the SEC and the effectiveness of the Registration Statement, (c) the applicable requirements of the Exchange Act and U.S. Act, state securities or “blue sky” laws, state takeover laws and the listing requirements of NASDAQ, (iiid) any filings and observance of one or more waiting periods required under HSRand in compliance with the HSR Act or comparable laws of any other applicable jurisdictions, and (e) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Buyer from performing its obligations under this Agreement, or, individually or in the aggregate, be reasonably expected to have a Buyer Material Adverse Effect. None of Neither the execution and delivery of this Agreement, nor the completion consummation of the Merger or any of the other transactions contemplated herebyby this Agreement, or nor compliance by Buyer and Merger Sub with all of the provisions hereofof this Agreement will, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by sole stockholder of Merger Sub and the holders of a majority approval of the outstanding Merger, the adoption of the Merger Agreement and the approval of the issuance of shares of Extensity Buyer Common Stock in connection with the Merger by the Required Buyer Shareholder Vote at the Stockholder Buyer Special Meeting or any adjournment or postponement of such meeting in accordance with California Law and the Delaware Law) will: Bylaws of the Buyer, (ix) conflict with or result in any breach of any provision of the Certificate articles of Incorporation incorporation, certificate of incorporation, bylaws or bylaws other charter documents of Extensity Buyer, Merger Sub or of any charter document of any Extensity SubBuyer Subsidiary, (iiy) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Buyer, Merger Sub or any Extensity SubBuyer Subsidiary, or by which any of its their properties or assets may be bound bound, or (iiiz) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default underdefault, or result in any material change increation of an Encumbrance, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity Buyer, Merger Sub or any Extensity Sub Buyer Subsidiary is a party or by which either any of them or any of their properties or assets may be bound, except in the case of clauses (y) or (z) above, for any such conflicts, breaches, violations, defaults or other occurrences that would not (A) individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect, or (B) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Schedule 4.3 5.3 of the Extensity Buyer Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement under any of Extensity's the Buyer’s or any Extensity Sub's of Buyer Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations, other than consents, waivers and approvals the lack of which would not reasonably be expected to have a Buyer Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity is necessary on the part of Extensity, at either ALZA or before the Effective Time, Merger Sub for the completion consummation by Extensity ALZA or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Mergerhereby, except for (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act and U.S. Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and (iiiiv) any filings and observance of one or more waiting periods required under HSRand in compliance with the HSR Act or any antitrust laws of any foreign country. None of Neither the execution and delivery of this Agreement, nor the completion consummation of the Merger or any of the other transactions contemplated hereby, or nor compliance by ALZA and Merger Sub with all of the provisions hereof, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law) will: hereof will (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws other charter documents of Extensity ALZA or of any charter document of any Extensity SubALZA Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity ALZA or any Extensity SubALZA Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change indefault, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity ALZA or any Extensity Sub ALZA Subsidiary is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or made in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity Authority is necessary on the part of Extensity, at the Company or before any Company Subsidiary in connection with the Effective Time, for consummation by the completion by Extensity Company of the Merger or any of the other transactions contemplated by this Agreementhereby, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after including the Merger, except except: (i) for the filing of the Certificate of Merger as required by the Delaware Law, DGCL; (ii) as is required for purposes of complying with the applicable requirements ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the Exchange Act and U.S. state securities laws “HSR Act”); and (iii) any filings and observance of one where the failure to make such filing or more waiting periods required under HSRnotification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse Effect. None of Neither the execution and delivery of this AgreementAgreement by the Company, nor the completion consummation of the Merger or any of the other transactions contemplated hereby, or including the Merger, by the Company, nor compliance by the Company with all of the provisions hereofhereof will, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Company Stockholder Meeting Approval in accordance with the Delaware Applicable Law) will: (ix) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws, certificate of formation, limited liability company agreement or bylaws other charter documents (in each case, as applicable) of Extensity the Company or of any charter document of any Extensity Sub, Company Subsidiary; (iiy) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity or any Extensity Sub, or by which any of its properties or assets may be bound Applicable Law; or (iiiz) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which either of them or any of their properties or assets may be boundmaterial Company Contract. Schedule 4.3 3.3 of the Extensity Company Disclosure Statement Schedule lists all consents, waiversnotices, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby, including the Merger, under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligationsmaterial Company Contracts.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity Entity") is necessary on the part of Extensity, at or before the Effective Time, Stel for the completion consummation by Extensity Stel of the Merger or any of and the other transactions contemplated hereby and by this the Stock Option Agreement and the Technology Option Agreement, or for the exercise by Geac, Extensity Newbridge and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's or any Extensity Sub's businesses the business of Stel and its Subsidiaries as presently being conducted after the Mergerconducted, except for (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the "Exchange Act") including the filing of a proxy statement on Schedule 14A (the "Proxy Statement"), state securities or "blue sky" laws and state takeover laws, (iii) any filings and observance of one or more waiting periods filing required under HSRthe ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇") and (iv) the voluntary notice to be filed under Section 721 of the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 (the "Exon-▇▇▇▇▇▇ Amendment"). None of Neither the execution and delivery of this Agreement, the completion Stock Option Agreement, and the Technology Option Agreement nor the consummation of the Merger or any of and the other transactions contemplated hereby, or hereby and thereby nor compliance by Stel with all of the provisions hereofhereof and thereof, by Extensity, or nor the exercise by Geac, Extensity Newbridge and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's the business of Stel and each Extensity Sub's businesses after the Merger its Subsidiaries as they are presently being conducted (will, subject to obtaining the approval of the Merger this Agreement by the holders of a majority of the outstanding shares of Extensity Stel Common Stock at the Stockholder Stel Special Meeting or any adjournment thereof in accordance with the Delaware Law) will: , (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws of Extensity or of any other charter document of Stel or any Extensity Subof its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Stel, or any Extensity Subof its Subsidiaries, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity Stel or any Extensity Sub of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 3.3 of the Extensity Stel Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated hereby or by this the Stock Option Agreement or Technology Option Agreement under any of ExtensityStel's or any Extensity Sub's of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligationsobligations the failure to obtain which would have a Stel Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity is necessary on the part of Extensity, at either Newbridge or before the Effective Time, Merger Sub for the completion consummation by Extensity Newbridge or Merger Sub of the Merger or any of the other transactions contemplated hereby, and by this the Stock Option Agreement and the Technology Option Agreement, or except for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Merger, except (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act and U.S. Act, state or Canadian provincial securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iiiiv) any filings and observance of one or more waiting periods required under HSRand in compliance with the HSR Act, and (v) the voluntary notice under the Exon- ▇▇▇▇▇▇ Amendment. None of Neither the execution and delivery of this Agreement, the completion Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or any of the other transactions contemplated herebyhereby or thereby, or nor compliance by Newbridge and Merger Sub with all of the provisions hereof, by Extensity, or the exercise by Geac, Extensity hereof and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law) will: thereof will (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws other charter documents of Extensity Newbridge or of any charter document of any Extensity SubNewbridge Material Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity or Newbridge, any Extensity Sub, Newbridge Material Subsidiary or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change indefault, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity Newbridge or any Extensity Sub Newbridge Material Subsidiary is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or made in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations.

No Violations, etc. No Except for the filings of the Certificate of Merger and the Company Proxy Statement under and as contemplated by the Exchange Act and the filings required under and in compliance with the HSR Act, no filing with or with, notification to, to and no permit, authorization, consent or approval of of, any Government Entity public body is necessary on the part of Extensity, at or before the Effective Time, Company for the completion consummation by Extensity the Company of the Merger or any of Merger, the other transactions contemplated by this Agreement, hereby or for the exercise by Geac, Extensity Parent and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Merger, except (i) the filing business of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Exchange Act Company and U.S. state securities laws and (iii) any filings and observance of one or more waiting periods required under HSRits Subsidiary. None of Neither the execution and delivery of this Agreement, Agreement nor the completion consummation of the Merger or any of the other transactions contemplated hereby, or hereby nor compliance by the Company with any of the provisions hereofhereof nor, by Extensityto the Knowledge of the Company, or the exercise by Geac, Extensity Parent and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's the business of the Company and each Extensity Sub's businesses after the Merger as they are presently being conducted its Subsidiary will (i) subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Company Common Stock at the Stockholder Special Meeting in accordance with or any adjournment thereof as required by the Delaware Law) will: (i) Act, conflict with or result in any breach of any provision of the Amended and Restated Certificate of Incorporation (or bylaws other comparable charter documents) or by-laws of Extensity the Company or of any charter document of any Extensity Subits Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity the Company, its Subsidiary or any Extensity Sub, or by which any of its their respective properties or assets may be bound or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, (or give rise to any right of termination, cancellation, acceleration, redemption or repurchase repurchase) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, indenture or deed of trust, trust or (y) license, lease, contract, agreement or other instrument or obligation to which Extensity the Company or any Extensity Sub its Subsidiary is a party or by which either of them or any of their properties or assets may be bound. Schedule 4.3 of , excluding from the Extensity Disclosure Statement lists all consentsforegoing clauses (ii) and (iii), waiversviolations, approvals and filings required breaches or defaults that, individually or in the aggregate, would not either prevent or materially delay the Company's ability to be obtained or made in connection with the completion of consummate the Merger and or the other transactions contemplated by this Agreement under any of Extensity's hereby or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligationshave a Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity Entity") is necessary to be made or obtained on the part of Extensity, at or before the Effective Time, SEQUUS for the completion consummation by Extensity SEQUUS of the Merger or any of and the other transactions contemplated by this Agreementhereby, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by Geac, Extensity ALZA and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's or any Extensity Sub's businesses the business of SEQUUS and its Subsidiaries as presently being conducted after the Mergerconducted, except (i) for the filing of the Certificate of Merger as required by the Delaware Law, (ii) as may be required under the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the "Exchange Act"), state securities or "blue sky" laws and state takeover laws, and (iii) for any filings and observance of one or more waiting periods filing required under HSRthe ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇") or any antitrust laws of any foreign country. None of Neither the execution and delivery by SEQUUS of this Agreement, nor the completion consummation of the Merger or any of by SEQUUS and the other transactions contemplated hereby, or nor compliance by SEQUUS with all of the provisions hereof, by Extensity, or nor the exercise by Geac, Extensity ALZA and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's the business of SEQUUS and each Extensity Sub's businesses after the Merger its Subsidiaries as they are presently being conducted (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) will, subject to obtaining the approval of the Merger this Agreement by the holders of a majority of the outstanding shares of Extensity SEQUUS Common Stock at the Stockholder SEQUUS Special Meeting or any adjournment or postponement thereof in accordance with the Delaware Law) will: , (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws of Extensity or of any other charter document of SEQUUS or any Extensity Subof its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity SEQUUS or any Extensity Subof its Subsidiaries, or by which any of its their properties or assets may be bound is bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material adverse change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity SEQUUS or any Extensity Sub of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 Section 3.3 of the Extensity SEQUUS Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained other than by ALZA or made any ALZA Subsidiary in connection with the completion consummation by SEQUUS of the Merger and the other transactions contemplated by this Agreement hereby under any of Extensity's SEQUUS' or any Extensity Sub's of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligationsobligations the failure to obtain which would have a SEQUUS Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality (“Government Entity Entity”) is necessary on the part of Extensity, at or before the Effective Time, Seller for the completion consummation by Extensity Seller of the Merger or any of and the other transactions contemplated by this Agreementhereby, or for the exercise by Geac, Extensity Buyer and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's or any Extensity Sub's businesses the business of Seller and the Seller Subsidiaries as presently being conducted after the Mergerconducted, except (i) for the filing of the Certificate Articles of Merger as required by the Delaware Washington Law, (ii) for compliance with the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the “Exchange Act”), state securities or “blue sky” laws and state takeover laws, and (iii) any filings and observance of one where the failure to make such filing or more waiting periods required under HSRnotification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect. None of Neither the execution and delivery of this the Agreement, nor the completion consummation of the Merger or any of and the other transactions contemplated hereby, or nor compliance by Seller with all of the provisions hereofhereof and thereof, by Extensity, or nor the exercise by Geac, Extensity Buyer and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's the business of Seller and each Extensity Sub's businesses after the Merger Seller Subsidiaries as they are presently being conducted (will, subject to obtaining the approval of the Merger this Agreement by the holders of a majority at least two-thirds of the outstanding shares of Extensity Seller Common Stock at the Stockholder Seller Special Meeting or any adjournment thereof in accordance with the Delaware Washington Law) will: , (i) conflict with or result in any breach of any provision of the Certificate articles of Incorporation incorporation or bylaws of Extensity Seller or any Seller Subsidiary (or, in the case of any Seller Subsidiary that is not a corporation, the equivalent charter document documents of any Extensity Subsuch Seller Subsidiary), (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Seller or any Extensity SubSeller Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any noteSeller Contract (as defined below), bondexcept in the case of clauses (ii) or (iii) for any violation, mortgagebreach or default that has not had, indentureor could not reasonably be expected to have, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which either of them or any of their properties or assets may be boundSeller Material Adverse Effect. Schedule 4.3 3.3 of the Extensity Seller Disclosure Statement lists all consents, waiversnotices, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby under any of Extensity's Seller Contracts, or any Extensity Sub's of Seller’s or any Seller Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligationsobligations the failure to obtain which has had, or could reasonably be expected to have, a Seller Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity Entity") is necessary on the part of Extensity, at or before the Effective Time, AXENT for the completion consummation by Extensity AXENT of the Merger or any of and the other transactions contemplated by this Agreementhereby, or for the exercise by Geac, Extensity Symantec and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's or any Extensity Sub's businesses the business of AXENT and its Subsidiaries as presently being conducted after the Mergerconducted, except (i) for the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the "Exchange Act"), state securities or "blue sky" laws and state takeover laws, and (iii) any filings and observance of one or more waiting periods filing required under HSRthe Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976 (▇▇▇ "▇▇▇ ▇▇▇"). None of ▇▇ither the execution and delivery of this Agreement, nor the completion consummation of the Merger or any of and the other transactions contemplated hereby, or nor compliance by AXENT with all of the provisions hereofhereof and thereof, by Extensity, or nor the exercise by Geac, Extensity Symantec and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's the business of AXENT and each Extensity Sub's businesses after the Merger its Subsidiaries as they are presently being conducted (will, subject to obtaining the approval of the Merger this Agreement by the holders of a majority of the outstanding shares of Extensity AXENT Common Stock at the Stockholder AXENT Special Meeting or any adjournment thereof in accordance with the Delaware Law) will: , (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws of Extensity or of any other charter document of AXENT or any Extensity Subof its Subsidiaries, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity AXENT or any Extensity Subof its Subsidiaries, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity AXENT or any Extensity Sub of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound, except in the case of clauses (ii) or (iii) above, for any such conflicts, breaches, violations, defaults or other occurrences that would not (x) individually or in the aggregate, reasonably be expected to have an AXENT Material Adverse Effect, or (y) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Schedule 4.3 3.3 of the Extensity AXENT Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby under any of ExtensityAXENT's or any Extensity Sub's of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligationsobligations the failure to obtain which would reasonably be expected to have an AXENT Material Adverse Effect.

No Violations, etc. No filing (a) Except for compliance with or notification to, and no permit, authorization, consent or approval of any Government Entity is necessary on the part of Extensity, at or before the Effective Time, for the completion by Extensity of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Merger, except (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Exchange Act Sale Order and U.S. state securities laws and (iii) the Bidding Procedures Order, no filings, notices and/or reports are required to be made by Buyer with, nor are any filings and observance consents, registrations, approvals, permits, expirations of one or more waiting periods or authorizations required under HSR. None of to be obtained by Buyer from, any Governmental Entity (including any FDA Foreign Equivalent) in connection with the execution and delivery of this Agreement, the completion Agreement and each of the Merger or any Ancillary Agreements and the consummation of the other transactions contemplated hereby, or Transactions and the compliance with the provisions hereofterms hereof and thereof, by Extensityexcept, in each case, those that the failure to make or obtain would not cause a material adverse effect on Buyer or prevent, materially delay or materially impair the exercise by Geac, Extensity ability of Buyer to consummate the Transactions. (b) The execution and their respective Subsidiaries delivery of full rights to own and operate Extensity's this Agreement and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by Ancillary Agreements do not, and the holders of a majority consummation of the outstanding shares of Extensity Common Stock at Transactions and the Stockholder Meeting in accordance compliance with the Delaware Law) willterms hereof and thereof will not: (i) violate any Law applicable to Buyer; (ii) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws other organizational documents of Extensity or of any charter document of any Extensity Sub, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity or any Extensity Sub, or by which any of its properties or assets may be bound Buyer; or (iii) result in a violation or any breach of, constitute a default (or constitute (an event that, with or without due notice or lapse of time or both, would become a default) a default under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Buyer under, or result in the creation of any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, Encumbrance on any of the termsTransferred Assets or the assets related thereto, conditions or provisions any of the Products, pursuant to any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation Contract to which Extensity or any Extensity Sub Buyer is a party or by which either it is otherwise bound, except for, with respect to the foregoing clause (iii), such conflicts which would not materially affect or materially interfere with Buyer’s performance of them its obligations hereunder or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or made in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligationsAncillary Agreement.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity Entity") is necessary on the part of Extensity, at or before the Effective Time, DYM for the completion consummation by Extensity DYM of the Merger or any of and the other transactions contemplated by this Agreementhereby, or for the exercise by Geac, Extensity HPL and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's or any Extensity Sub's businesses the business of DYM as presently being conducted after the Mergerconducted, except for (i) the filing of the Certificate of Merger as required by the Delaware Law, Law and (ii) compliance with the applicable requirements of the Exchange Act and U.S. Securities Act, state securities or "blue sky" laws and (iii) any filings and observance of one or more waiting periods required under HSRstate takeover laws. None of Neither the execution and delivery of this Agreement, Agreement nor the completion consummation of the Merger or any of and the other transactions contemplated hereby, or hereby and thereby nor compliance by DYM with all of the provisions hereofhereof and thereof, by Extensity, or nor the exercise by Geac, Extensity HPL and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger business of DYM as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law) will: will (i) conflict with or result in any breach of any provision of the Certificate of Incorporation Incorporation, bylaws or bylaws of Extensity or of any other charter document of any Extensity SubDYM, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity or any Extensity SubDYM, or by which any of its properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub DYM is a party or by which either any of them or any of their properties or assets may be bound, except where such event would not, individually or in the aggregate, have a Material Adverse Effect. The Disclosure Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby under any of ExtensityDYM's or Contracts (defined below), the failure to obtain which would have a Material Adverse Effect on DYM. "Contract" shall mean any Extensity Sub's notesagreement, bondscontract, mortgagesnote, indenturesbond, deeds mortgage, deed of trust, licenseslicense, leasesarrangement, contractscommitment, agreements franchise, indemnity, indenture, instrument, lease, purchase order, sales order, or other instruments understanding, whether or obligationsnot in writing, to which DYM or any of its affiliates is a party.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of Extensity, at or before the Effective Time, Seller for the completion consummation by Extensity Seller of the Merger or any of and the other transactions contemplated by this Agreementhereby, or for the exercise by Geac, Extensity Buyer and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's or any Extensity Sub's businesses the business of Seller and the Seller Subsidiaries as presently being conducted after the Mergerconducted, except (i) for the filing of the Certificate Articles of Merger as required by the Delaware Washington Law, (ii) for compliance with the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, and (iii) any filings and observance of one where the failure to make such filing or more waiting periods required under HSRnotification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect. None of Neither the execution and delivery of this the Agreement, nor the completion consummation of the Merger or any of and the other transactions contemplated hereby, or nor compliance by Seller with all of the provisions hereofhereof and thereof, by Extensity, or nor the exercise by Geac, Extensity Buyer and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's the business of Seller and each Extensity Sub's businesses after the Merger Seller Subsidiaries as they are presently being conducted (will, subject to obtaining the approval of the Merger this Agreement by the holders of a majority at least two-thirds of the outstanding shares of Extensity Seller Common Stock at the Stockholder Seller Special Meeting or any adjournment thereof in accordance with the Delaware Washington Law) will: , (i) conflict with or result in any breach of any provision of the Certificate articles of Incorporation incorporation or bylaws of Extensity Seller or any Seller Subsidiary (or, in the case of any Seller Subsidiary that is not a corporation, the equivalent charter document documents of any Extensity Subsuch Seller Subsidiary), (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Seller or any Extensity SubSeller Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any noteSeller Contract (as defined below), bondexcept in the case of clauses (ii) or (iii) for any violation, mortgagebreach or default that has not had, indentureor could not reasonably be expected to have, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which either of them or any of their properties or assets may be boundSeller Material Adverse Effect. Schedule 4.3 3.3 of the Extensity Seller Disclosure Statement lists all consents, waiversnotices, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby under any Seller Contracts, or any of ExtensitySeller's or any Extensity Sub's Seller Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligationsobligations the failure to obtain which has had, or could reasonably be expected to have, a Seller Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of Extensity, at or before the Effective Time, Visionics for the completion consummation by Extensity Visionics of the Merger or any of and the other transactions contemplated by this Agreementhereby, or for the exercise by Geac, Extensity Identix and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's or any Extensity Sub's businesses the business of Visionics and the Visionics Subsidiaries as presently being conducted after the Mergerconducted, except (i) for the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, (iii) any filings and observance of one or more waiting periods filing required under HSRthe Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT"), ▇▇▇ (▇▇) ▇▇▇▇e the failure to make such fili▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇r to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Visionics from performing its obligations under this Agreement or individually or in the aggregate, have a Visionics Material Adverse Effect. None of Neither the execution and delivery of this the Agreement, nor the completion consummation of the Merger or any of and the other transactions contemplated hereby, or nor compliance by Visionics with all of the provisions hereofhereof and thereof, by Extensity, or nor the exercise by Geac, Extensity Identix and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's the business of Visionics and each Extensity Sub's businesses after the Merger Visionics Subsidiaries as they are presently being conducted (will, subject to obtaining the approval of the Merger this Agreement by the holders of a majority of the outstanding shares of Extensity Visionics Common Stock at the Stockholder Visionics Special Meeting or any adjournment thereof in accordance with the Delaware Law) will: , (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws of Extensity or of any other charter document of Visionics or any Extensity SubVisionics Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Visionics or any Extensity SubVisionics Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity Visionics or any Extensity Sub Visionics Subsidiary is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 3.3 of the Extensity Visionics Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby under any of Extensity's Visionics' or any Extensity Sub's Visionics Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligationsobligations the failure to obtain which would have a Visionics Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Governmental Entity is necessary on the part of Extensity, at either Parent or before the Effective Time, Merger Sub for the completion consummation by Extensity Parent or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Merger, except (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Exchange Act and U.S. state securities laws and (iii) any filings and observance of one or more waiting periods required under HSR. None of the execution and delivery of this Agreement, the completion of the Merger or any of the other transactions contemplated hereby, except (i) for the filing of the Articles of Merger as required by Georgia Law, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities or “blue sky” laws and state takeover laws, (iii) for compliance with the provisions hereof, by ExtensityHSR Act, or (iv) where the exercise by Geacfailure to make such filing or notification or to obtain such permit, Extensity authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Neither the execution and their respective Subsidiaries delivery of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining Agreement, nor the approval consummation of the Merger or the other transactions contemplated hereby, nor compliance by the holders of a majority Parent and Merger Sub with all of the outstanding shares provisions hereof and thereof will, subject to the adoption of Extensity Common Stock at this Agreement by Parent as sole shareholder of Merger Sub, which will occur immediately after the Stockholder Meeting in accordance with the Delaware Law) will: execution and delivery hereof, (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws other charter documents of Extensity Parent or of any charter document of any Extensity SubParent Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Parent or any Extensity SubParent Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any noteParent Contract (as defined below), bondexcept in the case of clauses (ii) or (iii), mortgagefor any violation, indenturebreach or default that has not had, deed of trustor could not reasonably be expected to have, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which either of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or made in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligationsMaterial Adverse Effect on Parent.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any domestic or foreign court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity Entity") is necessary on the part of Extensity, at TCA or before the Effective Time, TEC for the completion consummation by Extensity TCA of the Merger or any of the other transactions contemplated by this Agreementthe TCA Agreements or the TEC Agreements, or for the exercise by GeacThoratec, Extensity TCA and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's their businesses as presently being conducted after the Mergerconducted, except (i) for the filing of the Certificate Articles of Merger as required by the Delaware Massachusetts Law, (ii) the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the "Exchange Act"), state securities or "blue sky" laws and state takeover laws, and (iii) any filings and observance of one or more waiting periods required under HSRthe Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). None of the execution No▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇on and delivery of this Agreementthe TCA Agre▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇greements, the completion consummation of the Merger or any of the other transactions contemplated herebyhereby and thereby, or compliance by TCA and TEC with all of the provisions hereof, by Extensityhereof and thereof, or the exercise by GeacThoratec, Extensity TCA and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's their businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity TCA Common Stock at the Stockholder TCA Special Meeting or any adjournment or postponement thereof in accordance with the Delaware Massachusetts Law) will: (i) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation Organization, bylaws or bylaws of Extensity or of any other charter document of TCA or any Extensity Subof its Subsidiaries, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity TCA or any Extensity Subof its Subsidiaries, or by which any of its properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity TEC, TCA or any Extensity Sub of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 3.3 of the Extensity TCA Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement the TCA Agreements or the TEC Agreements under any of ExtensityTEC's, TCA's or any Extensity Sub's of their Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations.

No Violations, etc. No filing with (a) Other than the filings, permits, authorizations, consents and approvals or notification towaivers thereof that are identified in Schedule 4.6(a) hereto and that have been duly made or obtained as contemplated herein, and no permit, authorization, consent or approval of any Government Entity is necessary on the part of Extensity, at or before the Effective Time, for the completion by Extensity of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Merger, except (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Exchange Act and U.S. state securities laws and (iii) any filings and observance of one or more waiting periods required under HSR. None of neither the execution and delivery of this Agreement, Agreement by Buyer nor the completion of the Merger or consummation transactions contemplated hereby nor compliance by Buyer with any of the other transactions contemplated hereby, or compliance with the provisions hereof, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law) will: hereof will (i) violate, conflict with with, or result in any 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 suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the Certificate properties or assets of Incorporation Buyer under, any of the terms, conditions or bylaws provisions of Extensity (x) its charter or by-laws or the applicable rules of the AMEX, the stock exchange on which the Common Stock is publicly traded, (y) any charter document note, bond, mortgage, indenture or deed of trust or (z) any Extensity Sublicense, lease, contract, agreement or other instrument or obligation, to which Buyer is a party or to which it or any of its properties or assets may be subject; or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Buyer or any Extensity Sub, or by which any of its properties or assets may assets, except, in the case of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of Encumbrances which would not, individually or in the aggregate, either have an Buyer Material Adverse Effect or materially impair Buyer's ability to consummate the transactions contemplated hereby. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any Governmental Entity is required of Buyer in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except such filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be bound obtained, made or given would not, individually or in the aggregate, either have an Buyer Material Adverse Effect or materially impair Buyer's ability to consummate the transactions contemplated hereby. (iiic) result Buyer is not in a violation of or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result except as set forth in any material change inSchedule 4.6(c) hereto, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of (i) any note, bond, mortgage, indenture, indenture or deed of trust, ; or (ii) any license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub Buyer is a party or by to which either of them it or any of their its properties or assets may be bound. Schedule 4.3 subject, except, in the case of clauses (i) and (ii) above, for such violations or defaults which would not, individually or in the Extensity Disclosure Statement lists all consentsaggregate, waivers, approvals and filings required either have an Buyer Material Adverse Effect or materially impair Buyer's ability to be obtained or made in connection with consummate the completion of the Merger and the other transactions contemplated by this Agreement under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligationshereby.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity is necessary on the part of Extensity, at either Buyer or before the Effective Time, Merger Sub for the completion consummation by Extensity Buyer or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, or except for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Merger, except (ia) the filing of the Certificate of Merger as required by the Delaware Law, (iib) the filing with the SEC and the effectiveness of the Registration Statement, (c) the applicable requirements of the Exchange Act and U.S. Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of NASDAQ, (iiid) any filings and observance of one or more waiting periods required under HSRand in compliance with the HSR Act or comparable laws of any other applicable jurisdictions, and (e) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Buyer from performing its obligations under this Agreement, or, individually or in the aggregate, be reasonably expected to have a Buyer Material Adverse Effect. None of Neither the execution and delivery of this Agreement, nor the completion consummation of the Merger or any of the other transactions contemplated herebyby this Agreement, or nor compliance by Buyer and Merger Sub with all of the provisions hereofof this Agreement will, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by sole stockholder of Merger Sub and the holders of a majority approval of the outstanding Merger, the adoption of the Merger Agreement and the approval of the issuance of shares of Extensity Buyer Common Stock in connection with the Merger by the Required Buyer Shareholder Vote at the Stockholder Buyer Special Meeting or any adjournment or postponement of such meeting in accordance with California Law and the Delaware Law) will: Bylaws of the Buyer, (ix) conflict with or result in any breach of any provision of the Certificate articles of Incorporation incorporation, certificate of incorporation, bylaws or bylaws other charter documents of Extensity Buyer, Merger Sub or of any charter document of any Extensity SubBuyer Subsidiary, (iiy) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Buyer, Merger Sub or any Extensity SubBuyer Subsidiary, or by which any of its their properties or assets may be bound bound, or (iiiz) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default underdefault, or result in any material change increation of an Encumbrance, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity Buyer, Merger Sub or any Extensity Sub Buyer Subsidiary is a party or by which either any of them or any of their properties or assets may be bound, except in the case of clauses (y) or (z) above, for any such conflicts, breaches, violations, defaults or other occurrences that would not (A) individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect, or (B) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Schedule 4.3 5.3 of the Extensity Buyer Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement under any of Extensitythe Buyer's or any Extensity Sub's of Buyer Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations, other than consents, waivers and approvals the lack of which would not reasonably be expected to have a Buyer Material Adverse Effect.

No Violations, etc. (a) No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity court, administrative agency, commission or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") or any Person is necessary on the part of Extensity, at or before the Effective Time, Cohesion for the completion consummation by Extensity Cohesion of the Merger or any of and the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Mergerhereby, except (i) for the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, (iii) any filings and observance of one or more waiting periods filing required under HSR. None the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT") a▇▇ (▇▇) ▇▇▇▇▇ ▇▇▇ failure to make such filing or ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ obtain such permit, authorization, consent or approval would not, individually or in the aggregate, have a Cohesion Material Adverse Effect. (b) Cohesion does not carry on, in whole or in part, an operating business in Canada and neither the aggregate value of the assets in Canada of Cohesion nor the gross revenues of Cohesion in or from Canada generated from those assets, exceeds CDN $35,000,000. (c) Neither the execution and delivery of this Agreement, nor the completion consummation of the Merger or any of and the other transactions contemplated hereby, or nor compliance by Cohesion with all of the provisions hereofhereof and thereof, by Extensitywill, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger this Agreement by the holders of a majority of the outstanding shares of Extensity Cohesion Common Stock at the Cohesion Stockholder Meeting or any adjournment thereof in accordance with the Delaware Law) will: , (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or bylaws of Extensity or of any charter document of any Extensity SubCohesion, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity or any Extensity SubCohesion, or by which any of its properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub Cohesion is a party or by which either of them it or any of their its properties or assets may be bound. , except in the case of clauses (ii) or (iii) above, for any such conflicts, breaches, violations, defaults or other occurrences that would not individually or in the aggregate, reasonably be expected to have a Cohesion Material Adverse Effect. (d) Schedule 4.3 3.3(d) of the Extensity Cohesion Disclosure Statement lists sets forth all notices, consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby under any of Extensity's or any Extensity SubCohesion's notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations, the failure to obtain which would reasonably be expected to have a Cohesion Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity is necessary on the part of Extensity, at either Symantec or before the Effective Time, Merger Sub for the completion consummation by Extensity Symantec or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Mergerhereby, except for (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act and U.S. Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of Nasdaq, (iiiiv) any filings and observance of one or more waiting periods required under HSRand in compliance with the HSR Act, (v) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay AXENT from performing its obligations under this Agreement or, individually or in the aggregate, be reasonably expected to have a Symantec Material Adverse Effect. None of Neither the execution and delivery of this Agreement, nor the completion consummation of the Merger or any of the other transactions contemplated hereby, or nor compliance by Symantec and Merger Sub with all of the provisions hereof, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law) will: hereof will (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws other charter documents of Extensity Symantec or of any charter document of any Extensity SubSymantec Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Symantec or any Extensity SubSymantec Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change indefault, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which either of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or made in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations.,

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any domestic or foreign court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity Entity") is necessary on the part of Extensity, at TCA or before the Effective Time, TEC for the completion consummation by Extensity TCA of the Merger or any of the other transactions contemplated by this Agreementthe TCA Agreements or the TEC Agreements, or for the exercise by GeacThoratec, Extensity TCA and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's their businesses as presently being conducted after the Mergerconducted, except (i) for the filing of the Certificate Articles of Merger as required by the Delaware Massachusetts Law, (ii) the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the "Exchange Act"), state securities or "blue sky" laws and state takeover laws, and (iii) any filings and observance of one or more waiting periods required under HSRthe ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇"). None of the execution and delivery of this Agreementthe TCA Agreements and the TEC Agreements, the completion consummation of the Merger or any of the other transactions contemplated herebyhereby and thereby, or compliance by TCA and TEC with all of the provisions hereof, by Extensityhereof and thereof, or the exercise by GeacThoratec, Extensity TCA and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's their businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity TCA Common Stock at the Stockholder TCA Special Meeting or any adjournment or postponement thereof in accordance with the Delaware Massachusetts Law) will: (i) conflict with or result in any breach of any provision of the Certificate Articles of Incorporation Organization, bylaws or bylaws of Extensity or of any other charter document of TCA or any Extensity Subof its Subsidiaries, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity TCA or any Extensity Subof its Subsidiaries, or by which any of its properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity TEC, TCA or any Extensity Sub of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 3.3 of the Extensity TCA Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement the TCA Agreements or the TEC Agreements under any of ExtensityTEC's, TCA's or any Extensity Sub's of their Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity or any Person is necessary on the part of Extensity, at either Angiotech or before the Effective Time, Merger Sub for the completion consummation by Extensity Angiotech or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Mergerhereby, except for (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act and U.S. Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of the Nasdaq, (iiiiv) any filings and observance of one or more waiting periods required under HSRand in compliance with the HSR Act, and (v) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Angiotech or Merger Sub from performing their obligations under this Agreement or, individually or in the aggregate, have an Angiotech Material Adverse Effect. None of Neither the execution and delivery of this Agreement, nor the completion consummation of the Merger or any of the other transactions contemplated hereby, or nor compliance by Angiotech and Merger Sub with all of the provisions hereof, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law) will: hereof will (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws other charter documents of Extensity Angiotech or of any charter document of any Extensity SubAngiotech Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Angiotech or any Extensity SubAngiotech Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity Angiotech or any Extensity Sub Angiotech Subsidiary is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or made in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity is necessary on the part of Extensity, at either Buyer or before the Effective Time, Merger Sub for the completion consummation by Extensity Buyer or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Mergerhereby, except (i) for the filing of the Certificate Articles of Merger as required by the Delaware Washington Law, (ii) for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act and U.S. Act, state securities or “blue sky” laws, state takeover laws and the listing requirements of Nasdaq, or (iiiiv) any filings and observance of one where the failure to make such filing or more waiting periods required under HSRnotification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. None of Neither the execution and delivery of this the Agreement, nor the completion consummation of the Merger or any of the other transactions contemplated hereby, or nor compliance by Buyer and Merger Sub with all of the provisions hereofhereof and thereof will, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law) will: (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws other charter documents of Extensity Buyer or of any charter document of any Extensity SubBuyer Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Buyer or any Extensity SubBuyer Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any noteBuyer Contract (as defined below), bondexcept in the case of clauses (ii) or (iii), mortgagefor any violation, indenturebreach or default that has not had, deed of trustor could not reasonably be expected to have, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which either of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or made in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligationsBuyer Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity is necessary on the part of Extensity, at either Buyer or before the Effective Time, Merger Sub for the completion consummation by Extensity Buyer or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Mergerhereby, except (i) for the filing of the Certificate Articles of Merger as required by the Delaware Washington Law, (ii) for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act and U.S. Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of Nasdaq, or (iiiiv) any filings and observance of one where the failure to make such filing or more waiting periods required under HSRnotification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. None of Neither the execution and delivery of this the Agreement, nor the completion consummation of the Merger or any of the other transactions contemplated hereby, or nor compliance by Buyer and Merger Sub with all of the provisions hereofhereof and thereof will, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law) will: (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws other charter documents of Extensity Buyer or of any charter document of any Extensity SubBuyer Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Buyer or any Extensity SubBuyer Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any noteBuyer Contract (as defined below), bondexcept in the case of clauses (ii) or (iii), mortgagefor any violation, indenturebreach or default that has not had, deed of trustor could not reasonably be expected to have, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which either of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or made in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligationsBuyer Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of Extensity, at or before the Effective Time, Teletrac for the completion consummation by Extensity Teletrac of the Merger or any of and the other transactions contemplated by this Agreementhereby, or or, except as would not have a Material Adverse Effect, for the exercise by Geac, Extensity Trafficmaster and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's or any Extensity Sub's businesses the business of Teletrac and its Subsidiaries as presently being conducted after the Mergerconducted, except for (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, (iii) any filings applicable approvals by the Federal Communications Commission (the "FCC"), and observance of one or more waiting periods required (iv) applicable approvals from the Committee on Foreign Investment in the United States ("CFIUS") under HSRthe Exon-Florio Amendment. None of the execution Except as set forth on Schedule 3.3, neither th▇ ▇▇▇▇ution and delivery of this Agreement, nor the completion consummation of the Merger or any of and the other transactions contemplated hereby, or nor compliance by Teletrac with all of the provisions hereof, by Extensity, or nor the exercise by Geac, Extensity operation of the business of Teletrac and their respective its Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (will, subject to obtaining the approval of the Merger this Agreement by the holders of a majority of the outstanding shares of Extensity Teletrac Common Stock at the Stockholder Teletrac Special Meeting or any adjournment thereof in accordance with the Delaware Law) will: , (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws of Extensity or of any other charter document of Teletrac or any Extensity Subof its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Teletrac, or any Extensity Subof its Subsidiaries, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity Teletrac or any Extensity Sub of its Subsidiaries is a party or by which either any of them or any of their properties or assets may be bound, except for any such violation, breach or default that would not have a Material Adverse Effect. Schedule 4.3 3.3 of the Extensity Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby under any of ExtensityTeletrac's or any Extensity Sub's of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, material contracts or agreements or other instruments or obligations.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity Authority is necessary on the part of Extensity, at the Parent or before any Parent Subsidiary in connection with the Effective Time, for the completion consummation by Extensity Parent and Merger Sub of the Merger or any of the other transactions contemplated by this Agreementhereby, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after including the Merger, except except: (i) for the filing of the Certificate of Merger as required by the Delaware Law, ICL and (ii) where the applicable requirements of the Exchange Act and U.S. state securities laws and (iii) any filings and observance of one failure to make such filing or more waiting periods required under HSRnotification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Parent Material Adverse Effect. None of Neither the execution and delivery of this AgreementAgreement by Parent and Merger Sub, nor the completion consummation of the Merger or any of the other transactions contemplated hereby, or including the Merger, by Parent and Merger Sub, nor compliance by Parent and Merger Sub with all of the provisions hereofhereof will, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the Parent Stockholder Approval in accordance with Applicable Law (and subject to the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by Parent as the sole stockholder of Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Stockholder Meeting in accordance with the Delaware Law) will: Sub): (ix) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws, certificate of formation, limited liability company or bylaws other charter documents (in each case, as applicable) of Extensity Parent or of any charter document of any Extensity Sub, Parent Subsidiary; (iiy) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity or any Extensity Sub, or by which any of its properties or assets may be bound Applicable Law; or (iiiz) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which either of them or any of their properties or assets may be boundmaterial Parent Contract. Schedule 4.3 of the Extensity Parent Disclosure Statement Schedule lists all consents, waiversnotices, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby, including the Merger, under any of Extensity's or any Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligationsmaterial Parent Contracts.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity is necessary on the part of Extensity, at either Parent or before the Effective Time, Merger Sub for the completion consummation by Extensity Parent or Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Mergerhereby, except (i) for the filing of the Certificate of Merger as required by the Delaware LawDGCL, (ii) for the filing with the Securities and Exchange Commission (“SEC”) of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Securities Exchange Act and U.S. of 1934, as amended (“Exchange Act”), state securities or “blue sky” laws, state takeover laws and the relevant listing requirements, (iiiiv) any filings and observance of one required compliance with the HSR Act, or more waiting periods required under HSR(v) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of Neither the execution and delivery of this the Agreement, nor the completion consummation of the Merger or any of the other transactions contemplated hereby, or nor compliance by Parent and Merger Sub with all of the provisions hereofhereof and thereof will, by Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (subject to obtaining the approval of the issuance of the shares in connection with the Merger and Financing Transaction by the holders of at least a majority vote of the outstanding number of shares of Extensity Parent Common Stock entitled to vote represented at the Stockholder Meeting Parent Special Meeting, or any adjournment or postponement thereof in accordance with Nevada Law, at the Delaware Law) will: time of the vote, and the adoption of this Agreement by parent as sole stockholder of Merger Sub, which will occur immediately after the execution and delivery hereof, (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws other charter documents of Extensity Parent or of any charter document of any Extensity SubParent Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Parent or any Extensity SubParent Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any noteParent Contract (as defined below), bondexcept in the case of clauses (ii) or (iii), mortgagefor any violation, indenturebreach or default that has not had, deed of trustor could not reasonably be expected to have, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which either of them or any of their properties or assets may be boundParent Material Adverse Effect. Schedule 4.3 of the Extensity Parent Disclosure Statement lists all consents, waiversnotices, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby under any of Extensity's Parent Contracts, or any Extensity Sub's of Parent’s or any Parent Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations, except for those whose failure to obtain will not have a Parent Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of of, any Government Entity court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of Extensity, at or before the Effective Time, Visionics for the completion consummation by Extensity Visionics of the Merger or any of and the other transactions contemplated by this Agreementhereby, or for the exercise by Geac, Extensity Identix and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's or any Extensity Sub's businesses the business of Visionics and the Visionics Subsidiaries as presently being conducted after the Mergerconducted, except (i) for the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and U.S. Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, (iii) any filings and observance of one or more waiting periods filing required under HSRthe Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), ▇▇▇ (▇▇) ▇▇▇▇▇ ▇he failure to make such filing ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇o obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Visionics from performing its obligations under this Agreement or individually or in the aggregate, have a Visionics Material Adverse Effect. None of Neither the execution and delivery of this the Agreement, nor the completion consummation of the Merger or any of and the other transactions contemplated hereby, or nor compliance by Visionics with all of the provisions hereofhereof and thereof, by Extensity, or nor the exercise by Geac, Extensity Identix and their respective Subsidiaries the Surviving Corporation of full rights to own and operate Extensity's the business of Visionics and each Extensity Sub's businesses after the Merger Visionics Subsidiaries as they are presently being conducted (will, subject to obtaining the approval of the Merger this Agreement by the holders of a majority of the outstanding shares of Extensity Visionics Common Stock at the Stockholder Visionics Special Meeting or any adjournment thereof in accordance with the Delaware Law) will: , (i) conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation, bylaws or bylaws of Extensity or of any other charter document of Visionics or any Extensity SubVisionics Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Extensity Visionics or any Extensity SubVisionics Subsidiary, or by which any of its their properties or assets may be bound bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity Visionics or any Extensity Sub Visionics Subsidiary is a party or by which either any of them or any of their properties or assets may be bound. Schedule 4.3 3.3 of the Extensity Visionics Disclosure Statement lists all consents, waivers, waivers and approvals and filings required to be obtained or made in connection with the completion consummation of the Merger and the other transactions contemplated by this Agreement hereby under any of Extensity's Visionics' or any Extensity Sub's Visionics Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligationsobligations the failure to obtain which would have a Visionics Material Adverse Effect.