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 Thoratec or Merger Sub for the consummation by 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 Thoratec and Merger Sub with all of the provisions hereof and thereof, or the exercise by Thoratec, TCA or any of their Subsidiaries of full rights to own and operate their businesses after the Merger as presently being conducted (subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger by the Holders of a majority of the outstanding shares of such stock at the Thoratec Special Meeting or any adjournment or postponement thereof in accordance with the California Law) will (i) conflict with or result in any breach of any provision of the articles of incorporation, bylaws or any other charter document of Thoratec or any Thoratec Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec or any Thoratec Subsidiary, 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, agreement or other instrument or obligation to which Thoratec or any Thoratec Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 of the Thoratec Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements under any of Thoratec's or any Thoratec Subsidiary's notes, bonds, mortgages, indentures, deeds of trust, 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, 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 Thoratec or Merger Sub SEQUUS for the consummation by Thoratec or Merger Sub SEQUUS of the Merger or and the other transactions contemplated by the TCA Agreements or by the TEC Agreementshereby, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by Thoratec, TCA ALZA and their Subsidiaries the Surviving Corporation of full rights to own and operate their businesses the business of SEQUUS and its Subsidiaries as presently being conducted, except (i) for the filing of the Articles Certificate of Merger as required by the Massachusetts Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) as may be required under the applicable requirements of the Securities and Exchange Act of 1934, as amended (including together with respect to the Joint Proxy Statement/ProspectusRules and Regulations promulgated thereunder, the "Exchange Act"), state securities or "blue sky" laws and state takeover laws, state takeover laws and the listing requirements of Nasdaq and (iviii) filings for any filing required under the HSR ActXxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") or any antitrust laws of any foreign country. None of Neither the execution and delivery by SEQUUS of the TCA Agreements and the TEC Agreementsthis Agreement, nor the consummation of the Merger or any of by SEQUUS and the other transactions contemplated hereby and therebyhereby, nor compliance by Thoratec and Merger Sub SEQUUS with all of the provisions hereof and thereofhereof, or nor the exercise by Thoratec, TCA or any of their Subsidiaries ALZA and the Surviving Corporation of full rights to own and operate their businesses after the Merger business of SEQUUS and its Subsidiaries as 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 issuance of the shares of Thoratec Common Stock in the Merger this Agreement by the Holders holders of a majority of the outstanding shares of such stock SEQUUS Common Stock at the Thoratec SEQUUS Special Meeting or any adjournment or postponement thereof in accordance with the California Delaware Law) will , (i) conflict with or result in any breach of any provision of the articles certificate of incorporation, bylaws or any other charter document of Thoratec SEQUUS or any Thoratec Subsidiaryof its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec SEQUUS or any Thoratec Subsidiaryof its Subsidiaries, or by which any of its their properties or assets may be 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 Thoratec SEQUUS or any Thoratec Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 Section 3.3 of the Thoratec SEQUUS Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated by the TCA Agreements or the TEC Agreements hereby under any of Thoratec's SEQUUS' or any Thoratec Subsidiary's of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or 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, any Government Entity is necessary on the part of Thoratec either ALZA or Merger Sub for the consummation by Thoratec ALZA 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 conductedhereby, except for (i) for the filing of the Articles Certificate of Merger as required by the Massachusetts Delaware 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)Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of Nasdaq the NYSE and (iv) any filings required under and in compliance with the HSR ActAct or any antitrust laws of any foreign country. None of Neither the execution and delivery of the TCA Agreements and the TEC Agreementsthis Agreement, nor the consummation of the Merger or any of the other transactions contemplated hereby and therebyhereby, nor compliance by Thoratec ALZA and Merger Sub with all of the provisions hereof and thereof, or the exercise by Thoratec, TCA or any of their Subsidiaries of full rights to own and operate their businesses after the Merger as presently being conducted (subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger by the Holders of a majority of the outstanding shares of such stock at the Thoratec Special Meeting or any adjournment or postponement thereof in accordance with the California Law) will (i) conflict with or result in any breach of any provision of the articles certificate of incorporation, bylaws or any other charter document documents of Thoratec ALZA or any Thoratec ALZA Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec ALZA or any Thoratec ALZA Subsidiary, or by which any of its their 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 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, agreement or other instrument or obligation to which Thoratec ALZA or any Thoratec ALZA Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 of the Thoratec Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements under any of Thoratec's or any Thoratec Subsidiary's notes, bonds, mortgages, indentures, deeds of trust, 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, any Government Entity Authority is necessary on the part of Thoratec the Parent or Merger Sub for any Parent Subsidiary in connection with the consummation by Thoratec or Parent and Merger Sub of the Merger or the other transactions contemplated by hereby, including the TCA Agreements or by the TEC AgreementsMerger, or the exercise by Thoratec, TCA and their Subsidiaries of full rights to own and operate their businesses as presently being conducted, except except: (i) for the filing of the Articles Certificate of Merger as required by the Massachusetts Law, DGCL; (ii) the filing as is required for purposes of complying with the SEC HSR Act; and the effectiveness of the Registration Statement, (iii) where the applicable requirements of the Exchange Act (including with respect failure to the Joint Proxy Statement/Prospectus)make such filing or notification or to obtain such permit, state securities authorization, consent or "blue sky" laws, state takeover laws and the listing requirements of Nasdaq and (iv) filings required under the HSR Actapproval would not reasonably be expected to result in a Parent Material Adverse Effect. None of Neither the execution and delivery of the TCA Agreements this Agreement by Parent and the TEC AgreementsMerger Sub, nor the consummation of the Merger or any of the other transactions contemplated hereby hereby, including the Merger, by Parent and therebyMerger Sub, nor compliance by Thoratec Parent and Merger Sub with all of the provisions hereof and thereofwill, or the exercise by Thoratec, TCA or any of their Subsidiaries of full rights to own and operate their businesses after the Merger as 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 issuance transactions contemplated hereby, including the Merger, by Parent as the sole stockholder of the shares of Thoratec Common Stock in the Merger by the Holders of a majority of the outstanding shares of such stock at the Thoratec Special Meeting or any adjournment or postponement thereof in accordance with the California Law) will Sub): (ix) conflict with or result in any breach of any provision of the articles certificate of incorporation, bylaws bylaws, certificate of formation, limited liability company agreement or other charter documents (in each case, as applicable) of Parent or any other charter document of Thoratec or any Thoratec Parent Subsidiary, ; (iiy) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec or any Thoratec Subsidiary, 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, agreement or other instrument or obligation to which Thoratec or any Thoratec Subsidiary is a party or by which any of them or any of their properties or assets may be boundmaterial Parent Contract. Schedule 4.3 of the Thoratec Parent Disclosure Statement Schedule lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by hereby, including the TCA Agreements or the TEC Agreements Merger, under any of Thoratec's or any Thoratec Subsidiary's notes, bonds, mortgages, indentures, deeds of trust, licenses or 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, any Government Entity court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of Thoratec or Merger Sub Teletrac for the consummation by Thoratec or Merger Sub Teletrac of the Merger or and the other transactions contemplated by the TCA Agreements or by the TEC Agreementshereby, or or, except as would not have a Material Adverse Effect, for the exercise by Thoratec, TCA Trafficmaster and their Subsidiaries the Surviving Corporation of full rights to own and operate their businesses the business of Teletrac and its Subsidiaries as presently being conducted, except for (i) for the filing of the Articles Certificate of Merger as required by the Massachusetts Delaware Law, (ii) the filing compliance with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities Exchange Act of 1934, as amended (including together with respect to the Joint Proxy Statement/ProspectusRules and Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, state takeover laws and (iii) applicable approvals by the listing requirements of Nasdaq Federal Communications Commission (the "FCC"), and (iv) filings required applicable approvals from the Committee on Foreign Investment in the United States ("CFIUS") under the HSR ActExon-Florio Amendment. None of the execution Except as set forth on Schedule 3.3, neither thx xxxxution and delivery of the TCA Agreements and the TEC Agreementsthis Agreement, nor the consummation of the Merger or any of and the other transactions contemplated hereby and therebyhereby, nor compliance by Thoratec and Merger Sub Teletrac with all of the provisions hereof hereof, nor the operation of the business of Teletrac and thereof, or the exercise by Thoratec, TCA or any of their its Subsidiaries of full rights to own and operate their businesses after the Merger as presently being conducted (will, subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger this Agreement by the Holders holders of a majority of the outstanding shares of such stock Teletrac Common Stock at the Thoratec Teletrac Special Meeting or any adjournment or postponement thereof in accordance with the California Delaware Law) will , (i) conflict with or result in any breach of any provision of the articles certificate of incorporation, bylaws or any other charter document of Thoratec Teletrac or any Thoratec Subsidiaryof its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec Teletrac, or any Thoratec Subsidiaryof its Subsidiaries, or by which any of its their 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Thoratec Teletrac or any Thoratec Subsidiary of its Subsidiaries is a party or by which 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 Thoratec Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements hereby under any of ThoratecTeletrac's or any Thoratec Subsidiary's of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, 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, 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 Thoratec TCA or Merger Sub TEC for the consummation by Thoratec or Merger Sub TCA of the Merger or any of the other transactions contemplated by the TCA Agreements or by the TEC Agreements, or for 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 Securities Exchange Act of 1934, as amended (including together with respect to the Joint Proxy Statement/ProspectusRules and Regulations promulgated thereunder, the "Exchange Act"), state securities or "blue sky" laws and state takeover laws, state takeover laws and the listing requirements of Nasdaq and (iviii) filings required under the HSR ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"). 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, or compliance by Thoratec TCA and Merger Sub TEC with all of the provisions hereof and thereof, or the exercise by Thoratec, TCA or any of and their Subsidiaries of full rights to own and operate their businesses after the Merger as 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 such stock TCA Common Stock at the Thoratec TCA Special Meeting or any adjournment or postponement thereof in accordance with the California Massachusetts Law) will will: (i) conflict with or result in any breach of any provision of the articles Articles of incorporationOrganization, bylaws or any other charter document of Thoratec TCA or any Thoratec Subsidiaryof its Subsidiaries, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec TCA or any Thoratec Subsidiaryof its Subsidiaries, 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 Thoratec TEC, TCA or any Thoratec Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 3.3 of the Thoratec TCA Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements under any of ThoratecTEC's, TCA's or any Thoratec Subsidiary's of their Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, 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, any Government Entity court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of Thoratec or Merger Sub Visionics for the consummation by Thoratec or Merger Sub Visionics of the Merger or and the other transactions contemplated by the TCA Agreements or by the TEC Agreementshereby, or for the exercise by Thoratec, TCA Identix and their Subsidiaries the Surviving Corporation of full rights to own and operate their businesses the business of Visionics and the Visionics Subsidiaries as presently being conducted, except (i) for the filing of the Articles Certificate of Merger as required by the Massachusetts Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities and Exchange Act of 1934, as amended (including together with respect to the Joint Proxy Statement/ProspectusRules and Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, state takeover laws and the listing requirements of Nasdaq and (iviii) filings any filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), xxx (xx) xxxxx xhe failure to make such filing xx xxxxxxxxxxxx xx xo 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 the TCA Agreements and the TEC AgreementsAgreement, nor the consummation of the Merger or any of and the other transactions contemplated hereby and therebyhereby, nor compliance by Thoratec and Merger Sub Visionics with all of the provisions hereof and thereof, or nor the exercise by Thoratec, TCA or any of their Subsidiaries Identix and the Surviving Corporation of full rights to own and operate their businesses after the Merger business of Visionics and the Visionics Subsidiaries as presently being conducted (will, subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger this Agreement by the Holders holders of a majority of the outstanding shares of such stock Visionics Common Stock at the Thoratec Visionics Special Meeting or any adjournment or postponement thereof in accordance with the California Delaware Law) will , (i) conflict with or result in any breach of any provision of the articles certificate of incorporation, bylaws or any other charter document of Thoratec Visionics or any Thoratec Visionics Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec Visionics or any Thoratec Visionics Subsidiary, or by which any of its their 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Thoratec Visionics or any Thoratec Visionics Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 3.3 of the Thoratec Visionics Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements hereby under any of Thoratec's Visionics' or any Thoratec Subsidiary's Visionics Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, 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, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity Entity") is necessary on the part of Thoratec or Merger Sub AXENT for the consummation by Thoratec or Merger Sub AXENT of the Merger or and the other transactions contemplated by the TCA Agreements or by the TEC Agreementshereby, or for the exercise by Thoratec, TCA Symantec and their Subsidiaries the Surviving Corporation of full rights to own and operate their businesses the business of AXENT and its Subsidiaries as presently being conducted, except (i) for the filing of the Articles Certificate of Merger as required by the Massachusetts Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities and Exchange Act of 1934, as amended (including together with respect to the Joint Proxy Statement/ProspectusRules and Regulations promulgated thereunder, the "Exchange Act"), state securities or "blue sky" laws and state takeover laws, state takeover laws and the listing requirements of Nasdaq and (iviii) filings any filing required under the HSR ActHart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"). None of Xxither the execution and delivery of the TCA Agreements and the TEC Agreementsthis Agreement, nor the consummation of the Merger or any of and the other transactions contemplated hereby and therebyhereby, nor compliance by Thoratec and Merger Sub AXENT with all of the provisions hereof and thereof, or nor the exercise by Thoratec, TCA or any of their Subsidiaries Symantec and the Surviving Corporation of full rights to own and operate their businesses after the Merger business of AXENT and its Subsidiaries as presently being conducted (will, subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger this Agreement by the Holders holders of a majority of the outstanding shares of such stock AXENT Common Stock at the Thoratec AXENT Special Meeting or any adjournment or postponement thereof in accordance with the California Delaware Law) will , (i) conflict with or result in any breach of any provision of the articles certificate of incorporation, bylaws or any other charter document of Thoratec AXENT or any Thoratec Subsidiaryof its Subsidiaries, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec AXENT or any Thoratec Subsidiaryof its Subsidiaries, or by which any of its their 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 Thoratec AXENT or any Thoratec Subsidiary of its Subsidiaries is a party or by which 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 Thoratec AXENT Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements hereby under any of ThoratecAXENT's or any Thoratec Subsidiary's of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, 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 with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality (“Government Entity Entity”) is necessary on the part of Thoratec Company or Merger Sub any Company Subsidiary for the consummation by Thoratec or Merger Sub Company of the Merger or and 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, hereby except (i) for the filing of the Articles of Merger and Certificate of Merger as required by the Massachusetts LawFlorida Law and DGCL, (ii) the filing for compliance with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities and Exchange Act of 1934, as amended (including together with respect to the Joint Proxy Statement/ProspectusRules and Regulations promulgated thereunder, the “Exchange Act”), state securities or "“blue sky" ” laws and state takeover laws, state takeover laws and (iii) compliance with the listing requirements Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Nasdaq 1976, as amended (the “HSR Act”) and (iv) filings required under where the HSR Actfailure 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 Company Material Adverse Effect. None of Neither the execution and delivery of the TCA Agreements and the TEC AgreementsAgreement, nor the consummation of the Merger or any of the other transactions contemplated hereby and therebyhereby, nor compliance by Thoratec and Merger Sub Company with all of the provisions hereof and thereof, or the exercise by Thoratecwill, TCA or any of their Subsidiaries of full rights to own and operate their businesses after the Merger as presently being conducted (subject to obtaining the approval of the issuance adoption of this Agreement and the shares approval of Thoratec Common Stock in the Merger by the Holders holders of at least a majority of the outstanding shares of such stock Company Common Stock at the Thoratec Company Special Meeting or any adjournment or postponement thereof in accordance with the California Florida Law) will , (i) conflict with or result in any breach of any provision of the articles of incorporation, incorporation or bylaws of Company or any other Company Subsidiary (or, in the case of any Company Subsidiary that is not a corporation, the equivalent charter document documents of Thoratec or any Thoratec such Company Subsidiary), (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec Company or any Thoratec Company Subsidiary, or by which any of its their 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 noteCompany 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, agreement or other instrument or obligation to which Thoratec or any Thoratec Subsidiary is a party or by which any of them or any of their properties or assets may be boundCompany Material Adverse Effect. Schedule 4.3 3.3 of the Thoratec Company Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements hereby under any of Thoratec's Company Contracts, or any Thoratec Subsidiary's of Company’s or any Company Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, except for those whose failure to obtain will not have a Company Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval 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 Thoratec or Merger Sub Visionics for the consummation by Thoratec or Merger Sub Visionics of the Merger or and the other transactions contemplated by the TCA Agreements or by the TEC Agreementshereby, or for the exercise by Thoratec, TCA Identix and their Subsidiaries the Surviving Corporation of full rights to own and operate their businesses the business of Visionics and the Visionics Subsidiaries as presently being conducted, except (i) for the filing of the Articles Certificate of Merger as required by the Massachusetts Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities and Exchange Act of 1934, as amended (including together with respect to the Joint Proxy Statement/ProspectusRules and Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, state takeover laws and the listing requirements of Nasdaq and (iviii) filings any filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ActACT"), xxx (xx) xxxxe the failure to make such filixx xx xxxxxxxxxxxx xr 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 the TCA Agreements and the TEC AgreementsAgreement, nor the consummation of the Merger or any of and the other transactions contemplated hereby and therebyhereby, nor compliance by Thoratec and Merger Sub Visionics with all of the provisions hereof and thereof, or nor the exercise by Thoratec, TCA or any of their Subsidiaries Identix and the Surviving Corporation of full rights to own and operate their businesses after the Merger business of Visionics and the Visionics Subsidiaries as presently being conducted (will, subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger this Agreement by the Holders holders of a majority of the outstanding shares of such stock Visionics Common Stock at the Thoratec Visionics Special Meeting or any adjournment or postponement thereof in accordance with the California Delaware Law) will , (i) conflict with or result in any breach of any provision of the articles certificate of incorporation, bylaws or any other charter document of Thoratec Visionics or any Thoratec Visionics Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec Visionics or any Thoratec Visionics Subsidiary, or by which any of its their 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Thoratec Visionics or any Thoratec Visionics Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 3.3 of the Thoratec Visionics Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements hereby under any of Thoratec's Visionics' or any Thoratec Subsidiary's Visionics Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, 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, any Government Entity is necessary on the part of Thoratec either Buyer or Merger Sub for the consummation by Thoratec Buyer 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 conductedhereby, except (i) for the filing of the Articles of Merger as required by the Massachusetts Washington Law, (ii) for the filing with the SEC of, and the effectiveness of of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act (including with respect to the Joint Proxy Statement/Prospectus)Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of Nasdaq and Nasdaq, or (iv) filings required under where the HSR Actfailure 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 Buyer Material Adverse Effect. None of Neither the execution and delivery of the TCA Agreements and the TEC AgreementsAgreement, nor the consummation of the Merger or any of the other transactions contemplated hereby and therebyhereby, nor compliance by Thoratec Buyer and Merger Sub with all of the provisions hereof and thereofthereof will, or the exercise by Thoratec, TCA or any of their Subsidiaries of full rights to own and operate their businesses after the Merger as presently being conducted (subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger by the Holders of a majority of the outstanding shares of such stock at the Thoratec Special Meeting or any adjournment or postponement thereof in accordance with the California Law) will (i) conflict with or result in any breach of any provision of the articles certificate of incorporation, bylaws or any other charter document documents of Thoratec Buyer or any Thoratec Buyer Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec Buyer or any Thoratec Buyer Subsidiary, or by which any of its their 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 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, agreement or other instrument or obligation to which Thoratec or any Thoratec Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 of the Thoratec Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements under any of Thoratec's or any Thoratec Subsidiary's notes, bonds, mortgages, indentures, deeds of trust, licenses or 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, any Government Entity court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of Thoratec or Merger Sub Seller for the consummation by Thoratec or Merger Sub Seller of the Merger or and the other transactions contemplated by the TCA Agreements or by the TEC Agreementshereby, or for the exercise by Thoratec, TCA Buyer and their Subsidiaries the Surviving Corporation of full rights to own and operate their businesses the business of Seller and the Seller Subsidiaries as presently being conducted, except (i) for the filing of the Articles of Merger as required by the Massachusetts Washington Law, (ii) the filing for compliance with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities and Exchange Act of 1934, as amended (including together with respect to the Joint Proxy Statement/ProspectusRules and Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, state takeover laws and the listing requirements of Nasdaq and (iviii) filings required under where the HSR Actfailure 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 Seller Material Adverse Effect. None of Neither the execution and delivery of the TCA Agreements and the TEC AgreementsAgreement, nor the consummation of the Merger or any of and the other transactions contemplated hereby and therebyhereby, nor compliance by Thoratec and Merger Sub Seller with all of the provisions hereof and thereof, or nor the exercise by Thoratec, TCA or any of their Subsidiaries Buyer and the Surviving Corporation of full rights to own and operate their businesses after the Merger business of Seller and the Seller Subsidiaries as presently being conducted (will, subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger this Agreement by the Holders holders of a majority at least two-thirds of the outstanding shares of such stock Seller Common Stock at the Thoratec Seller Special Meeting or any adjournment or postponement thereof in accordance with the California Washington Law) will , (i) conflict with or result in any breach of any provision of the articles of incorporation, incorporation or bylaws of Seller or any other Seller Subsidiary (or, in the case of any Seller Subsidiary that is not a corporation, the equivalent charter document documents of Thoratec or any Thoratec such Seller Subsidiary), (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec Seller or any Thoratec Seller Subsidiary, or by which any of its their 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 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, agreement or other instrument or obligation to which Thoratec or any Thoratec Subsidiary is a party or by which any of them or any of their properties or assets may be boundSeller Material Adverse Effect. Schedule 4.3 3.3 of the Thoratec Seller Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements hereby under any Seller Contracts, or any of ThoratecSeller's or any Thoratec Subsidiary's Seller Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, 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, 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 Thoratec TCA or Merger Sub TEC for the consummation by Thoratec or Merger Sub TCA of the Merger or any of the other transactions contemplated by the TCA Agreements or by the TEC Agreements, or for 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 Securities Exchange Act of 1934, as amended (including together with respect to the Joint Proxy Statement/ProspectusRules and Regulations promulgated thereunder, the "Exchange Act"), state securities or "blue sky" laws and state takeover laws, state takeover laws and the listing requirements of Nasdaq and (iviii) filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). None of the execution Noxx xx xxx xxxxxxxon and delivery of the TCA Agreements and the TEC AgreementsAgrexxxxxx xxx xxx XXX Xgreements, the consummation of the Merger or any of the other transactions contemplated hereby and thereby, or compliance by Thoratec TCA and Merger Sub TEC with all of the provisions hereof and thereof, or the exercise by Thoratec, TCA or any of and their Subsidiaries of full rights to own and operate their businesses after the Merger as 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 such stock TCA Common Stock at the Thoratec TCA Special Meeting or any adjournment or postponement thereof in accordance with the California Massachusetts Law) will will: (i) conflict with or result in any breach of any provision of the articles Articles of incorporationOrganization, bylaws or any other charter document of Thoratec TCA or any Thoratec Subsidiaryof its Subsidiaries, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec TCA or any Thoratec Subsidiaryof its Subsidiaries, 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 Thoratec TEC, TCA or any Thoratec Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 3.3 of the Thoratec TCA Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements under any of ThoratecTEC's, TCA's or any Thoratec Subsidiary's of their Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations.

No Violations, etc. No Except for the filing of the Certificate of merger as required by the Delaware Act and the filings required under and in compliance with or the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), no filing with, notification to, to and no permit, authorization, consent or approval of, any Government Entity public body is necessary on the part of Thoratec Parent or Merger Sub Subco for the consummation by Thoratec Subco of the Merger, the other transactions contemplated hereby or Merger Sub the exercise by Parent and the Surviving Corporation of full rights to own and operate the business of the Company and the Company Subsidiaries. Neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by Parent or Subco with any of the TCA Agreements or by the TEC Agreements, or provisions hereof nor the exercise by Thoratec, TCA Parent and their Subsidiaries the Surviving Corporation of full rights to own and operate their businesses as presently being conducted, except the business of the-Company and the Company Subsidiaries will (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 Thoratec and Merger Sub with all of the provisions hereof and thereof, or the exercise by Thoratec, TCA or any of their Subsidiaries of full rights to own and operate their businesses after the Merger as presently being conducted (subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger by the Holders of a majority of the outstanding shares of such stock Parent Common Stock at the Thoratec Parent Special Meeting or any adjournment or postponement thereof in accordance with the California Law) will (i) thereof, conflict with or result in any breach of any provision of the articles Certificate of incorporation, bylaws Incorporation or by-laws of Parent or any other charter document person (a) who is a corporation of Thoratec which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors is owned, directly or any Thoratec Subsidiaryindirectly, by Parent, or (b) who is not a corporation and with respect to which at least a majority of the voting interest is owned, directly or indirectly, by Parent (the "Parent Subsidiaries"), (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec Parent, any of the Parent Subsidiaries or any Thoratec Subsidiary, 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, or deed of trust, trust or (y) license, lease, agreement or other instrument or obligation to which Thoratec Parent or any Thoratec Subsidiary of the Parent Subsidiaries is a party or by which any either of them or any of their properties or assets may be bound. Schedule 4.3 of , excluding from the Thoratec Disclosure Statement lists all consentsforegoing clause (iii), waivers violations, breaches or defaults that, individually or in the aggregate, would not either impair Parent's and approvals required Subco's ability to be obtained in connection with consummate the consummation of Merger or the other transactions contemplated by hereby or have a material adverse effect on the TCA Agreements business, operations, assets, financial condition, prospects or results of operations of Parent and the TEC Agreements under any of Thoratec's or any Thoratec Subsidiary's notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligationsParent Subsidiaries taken as a whole (a "Parent Material Adverse Effect").

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity Entity") is necessary on the part of Thoratec or Merger Sub DYM for the consummation by Thoratec or Merger Sub DYM of the Merger or and the other transactions contemplated by the TCA Agreements or by the TEC Agreementshereby, or for the exercise by Thoratec, TCA HPL and their Subsidiaries the Surviving Corporation of full rights to own and operate their businesses the business of DYM as presently being conducted, except for (i) for the filing of the Articles Certificate of Merger as required by the Massachusetts Law, Delaware Law and (ii) the filing compliance 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)Securities Act, state securities or "blue sky" laws, laws and state takeover laws and the listing requirements of Nasdaq and (iv) filings required under the HSR Actlaws. None of Neither the execution and delivery of the TCA Agreements and the TEC Agreements, this Agreement nor the consummation of the Merger or any of and the other transactions contemplated hereby and thereby, thereby nor compliance by Thoratec and Merger Sub DYM with all of the provisions hereof and thereof, or nor the exercise by Thoratec, TCA or any of their Subsidiaries HPL and the Surviving Corporation of full rights to own and operate their businesses after the Merger business of DYM as presently being conducted (subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger by the Holders of a majority of the outstanding shares of such stock at the Thoratec Special Meeting or any adjournment or postponement thereof in accordance with the California Law) will (i) conflict with or result in any breach of any provision of the articles Certificate of incorporationIncorporation, bylaws or any other charter document of Thoratec or any Thoratec SubsidiaryDYM, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec or any Thoratec SubsidiaryDYM, 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Thoratec or any Thoratec Subsidiary DYM is a party or by which 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 Thoratec Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements hereby under any of ThoratecDYM's or Contracts (defined below), the failure to obtain which would have a Material Adverse Effect on DYM. "Contract" shall mean any Thoratec Subsidiary's notesagreement, bondscontract, mortgagesnote, indenturesbond, deeds mortgage, deed of trust, licenses license, arrangement, commitment, franchise, indemnity, indenture, instrument, lease, purchase order, sales order, or leasesunderstanding, contractswhether or not in writing, agreements to which DYM or other instruments or obligationsany of its affiliates is a party.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality (“Government Entity Entity”) is necessary on the part of Thoratec or Merger Sub Seller for the consummation by Thoratec or Merger Sub Seller of the Merger or and the other transactions contemplated by the TCA Agreements or by the TEC Agreementshereby, or for the exercise by Thoratec, TCA Buyer and their Subsidiaries the Surviving Corporation of full rights to own and operate their businesses the business of Seller and the Seller Subsidiaries as presently being conducted, except (i) for the filing of the Articles of Merger as required by the Massachusetts Washington Law, (ii) the filing for compliance with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities and Exchange Act of 1934, as amended (including together with respect to the Joint Proxy Statement/ProspectusRules and Regulations promulgated thereunder, the “Exchange Act”), state securities or "“blue sky" ” laws and state takeover laws, state takeover laws and the listing requirements of Nasdaq and (iviii) filings required under where the HSR Actfailure 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 Seller Material Adverse Effect. None of Neither the execution and delivery of the TCA Agreements and the TEC AgreementsAgreement, nor the consummation of the Merger or any of and the other transactions contemplated hereby and therebyhereby, nor compliance by Thoratec and Merger Sub Seller with all of the provisions hereof and thereof, or nor the exercise by Thoratec, TCA or any of their Subsidiaries Buyer and the Surviving Corporation of full rights to own and operate their businesses after the Merger business of Seller and the Seller Subsidiaries as presently being conducted (will, subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger this Agreement by the Holders holders of a majority at least two-thirds of the outstanding shares of such stock Seller Common Stock at the Thoratec Seller Special Meeting or any adjournment or postponement thereof in accordance with the California Washington Law) will , (i) conflict with or result in any breach of any provision of the articles of incorporation, incorporation or bylaws of Seller or any other Seller Subsidiary (or, in the case of any Seller Subsidiary that is not a corporation, the equivalent charter document documents of Thoratec or any Thoratec such Seller Subsidiary), (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Thoratec Seller or any Thoratec Seller Subsidiary, or by which any of its their 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 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, agreement or other instrument or obligation to which Thoratec or any Thoratec Subsidiary is a party or by which any of them or any of their properties or assets may be boundSeller Material Adverse Effect. Schedule 4.3 3.3 of the Thoratec Seller Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements hereby under any of Thoratec's Seller Contracts, or any Thoratec Subsidiary's of Seller’s or any Seller Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, 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.