Common use of Non-Contravention; Consents Clause in Contracts

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Business or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are not and could not reasonably be expected to be material to the Engenio Business, taken as a whole.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, The Company's execution and delivery of the execution, delivery and performance of this Subscription Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto incurrence of the obligations herein set forth, and the consummation of the transactions contemplated hereby and thereby do herein will not and will not: (i) result in conflict with, or constitute a breach or violation of, or conflict witha default under, any provision the certificate of Seller’s incorporation or the applicable Subsidiary’s charter, by-laws of the Company, or similar organizational documentany contract, lease or other agreement or instrument to which the Company is a party or in which the Company has a beneficial interest or by which the Company is bound; (ii) violate or result in a breach of or constitute an occurrence of default under any provision ofexisting applicable law, result in the acceleration or cancellation of any obligation underrule, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, orderregulation, judgment, order or decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Business or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court governmental agency or any Governmental Body court, domestic or foreign, having jurisdiction over Sellerthe Company or any of its properties or business (collectively, a Subsidiary, the Engenio Business or the Purchased Assets, other than in the case of clauses (ii) and (iii"Laws"), any except where such violationsviolation(s) would not, breaches, defaults, accelerations or cancellations of obligations or rights that, individually singly or in the aggregate, are not result in a Material Adverse Effect; or (iii) have any effect on any permit, certification, registration, approval, consent, license or franchise (collectively, "Permits") necessary for the Company to own or lease and could not reasonably operate any of its properties or to conduct its business, except for such effects as would not, singly or in the aggregate, have a Material Adverse Effect. No consent, permit, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Subscription Agreement, except that the offer and sale of such securities in certain jurisdictions may be expected to be material subject to the Engenio Business, taken as a wholeprovisions of the securities or Blue Sky laws of such jurisdictions.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, The execution and delivery and performance of this Agreement by Seller Parent and the Collateral Agreements by Seller or any Subsidiary that is a party thereto Merger Sub does not, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby do not and Contemplated Transactions will not: , (i) conflict with, or result in a any violation or breach or violation of, or conflict with, any provision of Seller’s the Parent Charter or Parent Bylaws or of the applicable Subsidiary’s charter, by-laws bylaws, or similar other organizational documentdocument of any Subsidiary of Parent, (ii) violate conflict with, or result in a any violation or breach of of, or constitute an occurrence (with or without notice or lapse of time, or both) a default under any provision of, result in the acceleration or cancellation of any obligation under, (or give rise to a right by of termination, cancellation or acceleration of any party to terminate obligation or amend loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Encumbrances on Parent’s or any of its obligations Subsidiaries’ assets under, any mortgageof the terms, deed conditions or provisions of trust, conveyance to secure debt, note, loan, indenture, lien, lease, any Parent Material Contract or other agreement, license, permit, instrument, order, judgment, decree instrument or other arrangement or commitment obligation to which Seller Parent or the applicable Subsidiary any of its Subsidiaries is a party or by which it is bound and which relates to the Engenio Business any of them or the Purchased Assets any of their properties or assets may be bound, or (iii) subject to obtaining Parent Stockholder Approval and subject to the consents, approvals and authorizations specified in clauses (i) through (v) of Section 3.4(b) having been obtained prior to the Effective Time and all filings and notifications described in Section 3.4(b) having been made, conflict with or violate any Law applicable Law, order, judgment, decree, rule or regulation of any court to Parent or any Governmental Body having jurisdiction over Sellerof its Subsidiaries or any of its or their properties or assets, a Subsidiary, the Engenio Business or the Purchased Assets, other than except in the case of clauses (ii) ), and (iii), ) of this Section 3.4(a) for any such conflicts, violations, breaches, rights of termination, Encumbrances, penalties, defaults, accelerations terminations, cancellations, accelerations, losses, changes of control, or cancellations of obligations or rights thatpayments, individually or in the aggregatethat have not had, are not and could would not reasonably be expected to be material to the Engenio Businessresult in, taken as a wholeParent Material Adverse Effect.

Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Merger Sub nor the consummation by Merger Sub of the Merger will (a) Assuming that all Required Consents have been obtainedcontravene, conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or the certificate of incorporation or bylaws of Merger Sub or of any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent; (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which Parent, or any of the assets owned or used by Parent, is subject; (c) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material Contract to which Parent is a party, or give any Person the right to declare a default or exercise any remedy under any such Contract to which Parent is a party; or (d) result in a violation by Parent or Merger Sub of any order, writ, injunction, judgment or decree to which Parent or Merger Sub is subject. Except as may be required by the Securities Act, the Exchange Act, state securities or “blue sky” laws, the DGCL, the MBCA, the HSR Act, any foreign antitrust law or regulation and the NASD Bylaws (as they relate to the S-4 Registration Statement and the Joint Proxy Statement), Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution, delivery and or performance of this Agreement by Seller and the Collateral Agreements by Seller Parent or any Subsidiary that is a party thereto and Merger Sub or the consummation by Merger Sub of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Business or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are not and could not reasonably be expected to be material to the Engenio Business, taken as a wholeMerger.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the The execution, delivery and performance of this Agreement by Seller Buyer and Parent and, assuming that all Buyer Required Consents listed in Schedule 4.3(b) have been obtained or made, the consummation by Buyer of the transactions contemplated hereby, and the execution, delivery and performance of the Collateral Agreements by Seller or any Subsidiary that is a party thereto Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, do not and will not: (i) conflict with or result in a breach or violation of, or conflict with, of any provision of Seller’s the Certificate of Formation or Operating Agreement of Buyer or the applicable Subsidiary’s charterCertificate of Incorporation or By-Laws of Parent, by-laws or similar organizational document, as applicable; (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, contract, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller Buyer or the applicable Subsidiary Parent, as applicable, is a party or by which it is bound and or its assets or properties are bound, or result in the creation of any Encumbrance upon any of its assets or properties, which relates to violation, breach, default or Encumbrance would individually or in the Engenio Business or the Purchased Assets aggregate be material, or (iii) violate any applicable Law, order, judgment, decree, rule or regulation material Law of any court or any Governmental Body having jurisdiction over SellerBuyer or Parent or any of their respective properties, a Subsidiary, the Engenio Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, which violation would individually or in the aggregate, are not and could not reasonably be expected to aggregate be material to Buyer or materially impair, delay or prevent the Engenio Business, taken as a wholeconsummation of the transactions contemplated hereby.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, The execution and delivery and performance of this Agreement by Seller DISH and, assuming the receipt of the Required DISH Stockholder Vote (which will be received when the Ergen DISH Written Consent has been executed and delivered by the Collateral Agreements by Seller or any Subsidiary that is a party thereto and Ergen DISH Stockholders), the consummation by DISH of the transactions contemplated hereby and thereby do not and Merger will not: (i) result in cause a breach or violation of, or conflict with, of any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational documentprovisions of the Organizational Documents of DISH, (ii) cause a violation of any of the provisions of the Organizational Documents of any DISH Subsidiary; (iii) assuming the consents and filings referred to in Section 3.4(a) of the DISH Disclosure Letter are made and obtained, conflict with or violate any applicable Legal Requirements; or (iv) result in a breach any loss, limitation or impairment of any right of DISH or constitute an occurrence of default under any provision ofDISH Subsidiary (including to own or use any assets or rights), result in the acceleration any violation of or cancellation default (with or without notice or lapse of any obligation time, or both) under, or give rise to a right by of termination, cancellation, first offer, first refusal, modification or acceleration of any party obligation or to terminate the loss of a benefit under any Contract binding upon DISH or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable DISH Subsidiary is a party or by which it is any of their respective properties, rights or assets are bound and which relates to or subject, or result in the Engenio Business or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation creation of any court Liens of any kind (other than DISH Permitted Encumbrances) upon any of the properties, rights or assets of DISH or any Governmental Body having jurisdiction over Seller, a DISH Subsidiary, the Engenio Business or the Purchased Assetsexcept, other than in the case cases of clauses (ii), (iii) and (iiiiv), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights thatas would not, individually or in the aggregate, are not and could not reasonably be expected to be material to the Engenio Business, taken as have a wholeDISH Material Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the The execution, delivery and performance of this Purchase Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto each of Parent and Buyer and the consummation of the transactions contemplated hereby and thereby do not and will not: not (i) result in a breach or violation of, or conflict with, of any provision of Seller’s Parent's certificate of incorporation or the applicable Subsidiary’s charter, by-laws bylaws or similar organizational documentBuyer's certificate of formation or limited liability company agreement, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreementAgreement, license, permit, instrument, order, judgment, decree instrument or other arrangement or commitment to which Seller Parent or the applicable Subsidiary Buyer is a party or by which it is they or their respective assets or properties are bound and which relates to the Engenio Business or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business Parent or the Purchased AssetsBuyer or any of their respective properties, other than than, in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, that individually or in the aggregate, are aggregate do not have and could would not reasonably be expected to be material to the Engenio Business, taken as have a wholeBuyer Material Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtainedExcept as set forth in Section 2.4(a) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby do not and Contemplated Transactions will not: , (i) conflict with, or result in a any violation or breach or violation of, or conflict with, any provision of Seller’s the Company Charter or the applicable Subsidiary’s Company Bylaws or of the charter, by-laws bylaws, or similar other organizational documentdocument of any Subsidiary of the Company, (ii) violate conflict with, or result in a any violation or breach of of, or constitute an occurrence (with or without notice or lapse of time, or both) a default under any provision of, result in the acceleration or cancellation of any obligation under, (or give rise to a right by of termination, cancellation or acceleration of any party to terminate obligation or amend loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any Encumbrance on the Company’s or any of its obligations Subsidiaries’ assets under, any mortgageof the terms, deed conditions or provisions of trustany Company Material Contract, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Business or the Purchased Assets or (iii) subject to obtaining the Company Stockholder Approval and subject to the consents, approvals and authorizations specified in clauses (i) through (v) of Section 2.4(b) having been obtained prior to the Effective Time and all filings and notifications described in Section 2.4(b) having been made, conflict with or violate any Law applicable Law, order, judgment, decree, rule or regulation of any court to the Company or any Governmental Body having jurisdiction over Sellerof its Subsidiaries or any of its or their properties or assets, a Subsidiary, the Engenio Business or the Purchased Assets, other than except in the case of clauses (ii) ), and (iii), ) of this Section 2.4(a) for any such conflicts or violations, breaches, rights of termination, Encumbrances, penalties, defaults, accelerations terminations, cancellations, accelerations, losses, changes of control, or cancellations of obligations or rights thatpayments, individually or in the aggregatethat have not had, are not and could would not reasonably be expected to be material to the Engenio Businessresult in, taken as a wholeCompany Material Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s 's or the applicable Subsidiary’s 's charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the right to accelerate, acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, Contract, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio CATV Business or the Purchased Assets Assets, or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio CATV Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are have not had and could not reasonably be expected to be material to the Engenio Business, taken as have a wholeSeller Material Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, Neither the execution, delivery and or performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and nor the consummation of the transactions contemplated hereby and thereby do not and Merger or any of the other Contemplated Transactions, will not(with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation or bylaws of the Company or (ii) any of the provisions of the certificate of incorporation, bylaws or other charter or organizational documents of any of the other Acquired Companies; (b) contravene, conflict with or result in a violation of, or give any Governmental Body the right to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any of the Acquired Companies, or any of the assets owned or used by any of the Acquired Companies, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Companies; (d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Contract, or give any Person the right to: (i) result in declare a breach default or violation of, or conflict with, exercise any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, remedy under any Material Contract; (ii) violate accelerate the maturity or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation performance of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Business or the Purchased Assets Material Contract; or (iii) violate cancel, terminate or modify any applicable Lawright, orderbenefit, judgment, decree, rule obligation or regulation other term of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business or the Purchased Assets, other than Material Contract; (e) result in the case imposition or creation of any Encumbrance upon or with respect to any asset owned or used by any of the Acquired Companies (except for Permitted Encumbrances); or (f) result in the transfer of any material asset of any of the Acquired Companies to any Person, except, with respect to clauses “(ii) and a)(ii)” through “(iiif)” above, for any such contraventions, conflicts, violations, breaches, defaults, accelerations defaults or cancellations of obligations or rights other occurrences that, individually or in the aggregate, are not and could would not reasonably be expected to have a Material Adverse Effect on the Company. Except as may be material required by the Securities Act, the Exchange Act, the DGCL, the HSR Act, any other Antitrust Law and the Nasdaq Rules and listing standards, none of the Acquired Companies is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the Engenio Businessexecution, taken as delivery or performance of this Agreement or (y) the consummation of the Merger or any of the other Contemplated Transactions, except where the failure by the applicable Acquired Company to make any such filing, give any such notice or obtain any such Consent would not reasonably be expected to have a wholeMaterial Adverse Effect on the Company.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Purchased Business or the Purchased Assets (including Seller’s external manufacturing and supply arrangements), or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Purchased Business or the Purchased Assets, Assets other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are have not had and could not be reasonably be expected to be material to the Engenio Business, taken as have a wholeSeller Material Adverse Effect.

Non-Contravention; Consents. Except as set forth in Part 2.22 of the Disclosure Schedule, neither (a1) Assuming that all Required Consents have been obtained, the execution, delivery and or performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated hereby and thereby do not and by this Agreement, will not(with or without notice or lapse of time): contravene, conflict with or result in a violation of: (i) any of the provisions of any Incorporation Documents of any of the Acquired Corporations; or (ii) any resolution adopted by the shareholders, board of directors or any committee of the board of directors of any of the Acquired Corporations; contravene, conflict with or result in a breach or violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which any of the Acquired Corporations, or any of the assets owned or used by any of the Acquired Corporations, is subject; contravene, conflict withwith or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Acquired Corporations or that otherwise relates to any such Acquired Corporation's business or to any of the assets owned or used by any such Acquired Corporation; contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of Seller’s any Acquired Corporation Contract that is or would constitute a Material Contract, or give any Person the applicable Subsidiary’s charter, by-laws right to: (i) declare a default or similar organizational document, exercise any remedy under any such Acquired Corporation Contract; (ii) violate accelerate the maturity or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation performance of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Business or the Purchased Assets such Acquired Corporation Contract; or (iii) violate cancel, terminate or modify any applicable Law, order, judgment, decree, rule such Acquired Corporation Contract; or regulation result in the imposition or creation of any court lien or other Encumbrance upon or with respect to any Governmental Body having jurisdiction over Sellerasset owned or used by any of the Acquired Corporations (except for minor liens that will not, a Subsidiary, the Engenio Business or the Purchased Assets, other than in the any case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are not materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations). Except as set forth in Part 2.22 of the Disclosure Schedule, none of the Acquired Corporations is and could not reasonably none of the Acquired Corporations will be expected required to be material make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (x) the Engenio Businessexecution, taken as a wholedelivery or performance of this Agreement or any of the other agreements referred to in this Agreement; or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the The execution, delivery and performance by the Seller and, to the extent applicable, any Company Subsidiary, of this Agreement by Seller and the Collateral Ancillary Agreements by Seller or any Subsidiary that to which it is a party thereto party, and the consummation of the transactions contemplated hereby and thereby Transactions, do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (ii) violate with or result in a violation or breach of or constitute an occurrence of default under any provision of the certificate of formation, operating agreement or any organizational documents of the Seller, the Company or any Company Subsidiary; (ii) subject to the filings and other matters referred to in Section 3.04(b), result in a violation or breach of any provision of any Law or Governmental Order applicable to the Seller or the Company or any Company Subsidiary; or (iii) assuming receipt of the filings, consents and approvals set forth in Section 3.04 of the Seller Disclosure Letter, require the consent, notice or other action by any Person under, result in a violation or breach of, constitute a default (or event which, with the giving of notice or lapse of time, or both, would constitute a default) under or result in the acceleration or cancellation of any obligation under, or give rise to any Person any rights of termination, acceleration or cancellation of, or loss of any benefit under any provision of, or result in the creation of any Encumbrance (other than a right by Permitted Encumbrance) on any party to terminate of the assets, properties or amend its obligations under, any mortgage, deed equity interests of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which the Seller or the applicable Company or any Company Subsidiary pursuant to, any Material Contract, Permit or any note, bond, loan or credit agreement, mortgage or indenture to which the Seller or the Company or any Company Subsidiary is a party or by which it any of them or any of their respective properties, assets or equity interests is bound and which relates to the Engenio Business or the Purchased Assets or (iii) violate any applicable Lawsubject, orderexcept, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business or the Purchased Assets, other than in the case of clauses (ii) and this clause (iii), for any such violationsactions, breaches, defaults, accelerations terminations, accelerations, cancellations, losses or cancellations of obligations or rights creations that, individually or in the aggregate, are not and could would not reasonably be expected to be material to the Engenio Business, taken as a wholeCompany or to prevent or delay beyond the Outside Date the ability of the Seller to consummate the Transactions.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, None of the execution, delivery and or performance of this Agreement by Seller and or the Collateral Agreements by Seller or any Subsidiary that is a party thereto and Agreements, the consummation of the transactions contemplated hereby and thereby do not and will not: or thereby, nor compliance by Seller with any of the provisions hereof or thereof, will, with or without the passage of time or the delivery of notice or both, (ia) result violate or conflict with any terms, conditions or provision of the certificate of incorporation or bylaws, each as in a breach or violation ofeffect, or of Seller, (b) violate, conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of a default under any provision ofunder, or result in the acceleration termination of, or cancellation of any obligation accelerate the performance required by, or result in a right to terminate, accelerate or modify under, or give rise to require a right by any party to terminate or amend its obligations notice under, or result in the creation of any mortgageLien upon any of the Transferred Assets under any contract, deed of trustlease, conveyance to secure debtsublease, notelicense, loansublicense, franchise, patent, permit, indenture, lienagreement for borrowed money or mortgage, leaseinstrument of indebtedness, agreement, license, permit, instrument, order, judgment, decree security interest or other arrangement or commitment to which Seller or the applicable Subsidiary any Affiliate of Seller is a party or by which it is bound and or to which relates to the Engenio Business or the Purchased Assets or any of its assets are subject, (iiic) violate any applicable Lawstatute, ordinance, law, rule, regulation, order, judgmentwrit, decree, rule injunction or regulation decree of any court Governmental Entity, or (d) impose any Governmental Body having jurisdiction over SellerLien on any Transferred Assets or the Business (any such event, a Subsidiary, the Engenio Business or the Purchased Assets, other than in the case of clauses (ii) and (iii“Conflict”), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are not and could not reasonably be expected to be material to the Engenio Business, taken as a whole.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtainedExcept as set forth in Part 2.20(a) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto Company does not, and the consummation by the Company of the transactions contemplated hereby and thereby do not and Contemplated Transactions will not: , (i) conflict with, or result in a any violation or breach or violation of, or conflict with, any provision of Seller’s the Certificate of Incorporation or By-laws of the applicable Subsidiary’s Company or of the charter, by-laws laws, or similar other organizational documentdocument of any Subsidiary of the Company, (ii) violate conflict with, or result in a any violation or breach of of, or constitute an occurrence (with or without notice or lapse of time, or both) a default under any provision of, result in the acceleration or cancellation of any obligation under, (or give rise to a right by of termination, cancellation or acceleration of any party to terminate obligation or amend loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge or encumbrance of any nature (“Liens”) on the Company’s or any of its obligations Subsidiaries’ assets under, any mortgageof the terms, deed conditions or provisions of trust, conveyance to secure debt, any note, loanbond, mortgage, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree contract or other arrangement agreement, instrument or commitment obligation to which Seller the Company or the applicable Subsidiary any of its Subsidiaries is a party or by which it is bound and which relates to the Engenio Business any of them or the Purchased Assets any of their properties or assets may be bound, or (iii) subject to obtaining the Company Stockholder Approval and subject to the consents, approvals and authorizations specified in clauses (i) through (v) of Section 2.20(b) having been obtained prior to the Effective Time and all filings and notifications described in Section 2.20(b) having been made, conflict with or violate any Legal Requirement applicable Law, order, judgment, decree, rule or regulation of any court to the Company or any Governmental Body having jurisdiction over Sellerof its Subsidiaries or any of its or their properties or assets, a Subsidiary, the Engenio Business or the Purchased Assets, other than except in the case of clauses (ii) and (iii), ) of this Section 2.20(a) for any such conflicts, violations, breaches, rights of termination, Liens, penalties, defaults, terminations, cancellations, accelerations or cancellations of obligations or rights thatlosses that have not had, individually or in the aggregate, are not and could would not reasonably be expected to result in, a Company Material Adverse Effect. Part 2.20(a) of the Company Disclosure Schedule lists all consents, waivers and approvals under any of the Company’s or any of its Subsidiaries’ agreements, licenses or leases required to be material obtained in connection with the consummation of the transactions contemplated hereby, the absence of which has not had, and would not reasonably be expected to the Engenio Businessresult in, taken as a wholeCompany Material Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is will be a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, of any provision of Seller’s 's or the applicable Subsidiary’s 's charter, by-laws or similar organizational documentdocuments, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any right or obligation or a loss of any benefit to which Seller or a Subsidiary is entitled under, or give rise to a right by any party to terminate terminate, cancel, rescind or amend its obligations any right or obligation under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it the Seller or any Subsidiary or any Purchased Asset is bound and which relates to the Engenio Business or the Purchased Assets or bound, (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any other Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business Subsidiary or the Purchased AssetsAssets or (iv) result in the imposition of any Encumbrances on any Purchased Asset other than, other than in the case of clauses (ii) and (iii), any such violationsviolation, breachesbreach, defaults, accelerations acceleration or cancellations cancellation of obligations or rights that, individually or in the aggregate, are not and could would not reasonably be expected to be material to the Engenio Business, taken as have a wholeSeller Material Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, delivery and performance of this Agreement by Seller TriQuint and the Collateral Agreements by Seller TriQuint or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of SellerTriQuint’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller TriQuint or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Optoelectronics Business or the Purchased Assets Assets, or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over SellerTriQuint, a Subsidiary, the Engenio Optoelectronics Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are have not had and could not reasonably be expected to be material to the Engenio Business, taken as have a wholeSeller Material Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtainedmade, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, Agere Systems Proprietary any provision of Seller’s 's or the applicable Subsidiary’s 's charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Optoelectronics Business or the Purchased Assets Assets, or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Optoelectronics Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are have not had and could not reasonably be expected to be material to the Engenio Business, taken as have a wholeSeller Material Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the The execution, delivery and performance of this Agreement by Seller and the Collateral Ancillary Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws bylaws or similar organizational document, ; (ii) assuming receipt of the consents set forth on Schedule 3.3(f)(i), violate or result in a breach of or constitute an occurrence of default under any provision of, or result in the acceleration or cancellation of of, any obligation under, under or give rise to a right by any party to terminate or amend its obligations under, under any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Business or the Purchased Assets or Assets; (iii) violate any applicable Law, order, judgment, decree, rule or regulation Law of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business or the Purchased Assets, ; or (iv) result in the creation of any Encumbrance (other than any Permitted Encumbrance) on the Business or the Purchased Assets other than, in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are not and could would not reasonably be expected to be material to the Engenio Business, taken as a wholeBusiness or do not and would not reasonably be expected to materially interfere with the ownership or operation of the Purchased Assets.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, of any provision of Seller’s 's or the applicable any Subsidiary’s 's charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable a Subsidiary is a party or by which it is bound and which relates to the Engenio ORiNOCO Business or the Purchased Assets Assets, or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio ORiNOCO Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are have not had and could not reasonably be expected to be material to the Engenio Business, taken as have a wholeSeller Material Adverse Effect.

Non-Contravention; Consents. The execution, delivery and performance by each Seller of any of this Agreement and each of the Ancillary Agreements to which it is or will be a party does not and will not (a) Assuming conflict with or violate the Organizational Documents of such Seller, (b) subject to receipt of the Stockholder Approval, violate any applicable Law or Order, (c) except as set forth on Schedule 3.3, violate, conflict with or result in a material breach of, constitute a material default under, or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any Material Contract, or (d) result in the creation or imposition of any Lien upon any of the Business or Purchased Assets. Except for (A) applicable requirements, if any, of the Securities Act of 1933, as amended (the“Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (B) the filing with the SEC of a proxy statement relating to the transactions contemplated by this Agreement to be sent to Parent’s stockholders (as amended or supplemented from time to time, the “Proxy Statement”) and other written communications that all Required Consents have been obtainedmay be deemed “soliciting materials” under Rule 14a-12, (C) any filings required under the rules and regulations of the Nasdaq Stock Market LLC, or (D) as otherwise set forth on Schedule 3.3 and subject to receipt of the Stockholder Approval, the execution, delivery and performance by each Seller of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation each of the transactions contemplated hereby and thereby do Ancillary Agreements to which it is or will be a party, does not and will not: (i) result in a breach not require any filing or violation ofnotification with, or conflict withany clearance, authorization, approval, waiver, or consent from, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Business or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court Governmental Authority or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are not and could not reasonably be expected to be material to the Engenio Business, taken as a wholePerson.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, The execution and delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto Company does not, and the consummation of the Merger and the other transactions contemplated hereby by this Agreement and thereby do not and compliance with the provisions of this Agreement will not: , in the case of each of the following clauses (i), (ii), and (iii), assuming compliance with the matters and requirements referred to in Section 3.05(b)(i) (including receipt of the Shareholder Approval): (i) result in a breach or violation of, violate or conflict withwith the Company Charter Documents or, any provision of Seller’s except as would not, individually or in the applicable Subsidiary’s charteraggregate, by-laws or similar organizational documentreasonably be expected to have a Company Material Adverse Effect, the Subsidiary Charter Documents; (ii) violate or conflict with any Law applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets; or (iii) violate, conflict with or result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute an occurrence of default under any provision ofa default) under, result in the acceleration termination of, accelerate the performance required by the Company or cancellation any of its Significant Subsidiaries under, give rise to any obligation to make payments or provide compensation under, result in the creation of any obligation Lien upon any of the properties or assets of the Company or any of its Significant Subsidiaries under, or give rise to a right by any obligation to obtain any third-party consent or provide any notice to terminate any person under any of the terms, conditions or amend its obligations underprovisions of any note, any bond, mortgage, indenture, deed of trust, conveyance to secure debtGovernmental Authorizations, noteconcession, loanContract, indenture, lien, lease, partnership agreement, license, permit, instrument, order, judgment, decree Joint Venture agreement or other arrangement or commitment agreement to which Seller the Company or the applicable Subsidiary any of its Significant Subsidiaries is a party or by which it is bound and which relates except, with respect to the Engenio Business or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such failures to comply, conflicts, violations, breachestriggering of payments, defaultsterminations, accelerations accelerations, Liens, encumbrances, notices, Governmental Authorizations, authorizations, consents, approvals, breaches or cancellations of obligations or rights thatdefaults that would not reasonably be expected to have, individually or in the aggregate, are not a Company Material Adverse Effect or prevent or materially hinder or delay the ability of the Company to perform its obligations under this Agreement and could not reasonably be expected to be material consummate the transactions contemplated hereby pursuant to the Engenio Business, taken terms set forth in this Agreement and other than as a wholemay arise in connection with the Debt Financing.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, Neither the execution, execution and delivery and performance by the Acquiring Companies of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and nor the consummation by the Acquiring Companies of the transactions contemplated hereby and thereby do not and hereby, nor compliance by the Acquiring Companies with any of the provisions hereof, will not: (i) conflict with or result in a breach of any provision of the Articles of Incorporation or violation by-laws of the Parent or the Articles of Incorporation or Code of Regulations of the Buyer, (ii) result in the breach of, or conflict with, any provision of Seller’s the terms and conditions of, or constitute a default (with or without the giving of notice or the applicable Subsidiary’s charterlapse of time or both) with respect to, by-laws or similar organizational document, (ii) violate or result in a breach the cancellation or termination of, or the acceleration of the performance of any obligations or constitute an occurrence of default any indebtedness under any provision ofcontract, result in the acceleration or cancellation of any obligation underagreement, or give rise to a right by any party to terminate or amend its obligations undercommitment, any indenture, mortgage, deed of trust, conveyance to secure debt, note, loanbond, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree license or other arrangement instrument or commitment obligation to which Seller or either of the applicable Subsidiary Acquiring Companies is now a party or by which it is either of the Acquiring Companies or their respective properties or assets may be bound or affected (other than such breaches, conflicts and which relates defaults as shall have been waived at or prior to the Engenio Business or the Purchased Assets Closing) or (iii) violate any applicable Law, order, judgment, decree, law or any rule or regulation of any court administrative agency or governmental body, or any Governmental Body having jurisdiction over Sellerorder, a Subsidiarywrit, injunction or decree of any court, administrative agency or governmental body to which either of the Engenio Business Acquiring Companies may be subject. No approval, authorization, consent or other order or action of, or filing with or notice to any court, administrative agency or other governmental authority or any other person is required for the Purchased Assets, execution and delivery by either of the Acquiring Companies of this Agreement or consummation by either of the Acquiring Companies of the transactions contemplated hereby (other than in (a) such consents as shall have obtained at or prior to the case of clauses (ii) Closing and (iiib) the filing of a Current Report on Form 8-K with the SEC), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are not and could not reasonably be expected to be material to the Engenio Business, taken as a whole.

Non-Contravention; Consents. (a) Assuming that all Required Consents consents, approvals, orders, clearances, authorizations, registrations, declarations or filings specified in Section 3.4b) have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Ancillary Agreements by to which Seller or any Subsidiary that is of its Affiliates will be a party thereto and the consummation of the transactions contemplated hereby and thereby by Seller or such Affiliate do not and will not: (i) result in a any material breach or material violation of, or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational documentGoverning Documents of any Acquired Company, (ii) in any material respect, violate or result in a breach of of, or constitute an occurrence of default under any provision ofunder, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations underamend, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment Material Contract to which Seller or the applicable Subsidiary any Acquired Company is a party or by which it is bound and which relates to bound, (iii) result in the Engenio Business imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of any Acquired Company or the Purchased Assets shares of capital stock or equity interests directly or indirectly owned by Seller in any Acquired Company, or (iiiiv) violate any applicable Law, order, judgment, decree, rule or regulation Law of any court or any Governmental Body having jurisdiction over Seller, a Subsidiarysuch Affiliate, any Acquired Company, or the Engenio Business or by which any of the Purchased Assetsproperties and assets of any Acquired Company, other than or of Seller or any of its Affiliates (to the extent related to the Business), are bound, in the case of clauses (iiiii) and (iii), iv) other than any such impositions, violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are have not had and could would not reasonably be expected to be material to the Engenio Business, taken as have a wholeCompany Material Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtainedmade, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Optoelectronics Business or the Purchased Assets Assets, or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Optoelectronics Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are have not had and could not reasonably be expected to be material to the Engenio Business, taken as have a wholeSeller Material Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtainedThe execution and delivery of this Agreement by the Company does not, and the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and Company will not: , (i) result in a breach conflict with or violation of, violate the Company’s Articles of Incorporation or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational documentBylaws, (ii) conflict with or violate any Laws applicable to the Company or any of its subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties is bound, (iii) result in a any breach of or constitute a default (or an occurrence event that with notice or lapse of default under any provision oftime or both would become a default) under, result in or impair the acceleration Company’s rights or cancellation alter the rights or obligations of any obligation third party under, or give rise to a right by others any party to terminate rights of termination or amend acceleration of, or result in the creation of an Encumbrance on any of the properties or assets of the Company or any of its obligations undersubsidiaries pursuant to, any mortgage, deed of trust, conveyance to secure debt, note, loanbond, mortgage, indenture, lienagreement, lease, agreement, license, permit, instrumentfranchise, order, judgment, decree concession or other arrangement instrument or commitment obligation to which Seller the Company or the applicable Subsidiary any of its subsidiaries is a party or by which it is bound and which relates to the Engenio Business Company or the Purchased Assets any of its subsidiaries or its or any of their respective assets are bound, or (iiiiv) violate any applicable Law, order, judgmentwrit, decreeinjunction, rule judgment or regulation decree of any court court, arbitrator, commission, regulatory board, bureau, agency, or any authority or other governmental body, whether federal, state, municipal, county, local or foreign (“Governmental Body having jurisdiction over SellerEntity”), a Subsidiaryexcept, the Engenio Business or the Purchased Assets, other than in the case of clauses (ii) and ), (iii) or (iv), any for such conflicts, violations, breaches, defaults, impairments, alterations, terminations, accelerations or cancellations of obligations Encumbrances or rights thatwhich would not have a Company Material Adverse Effect, individually or in the aggregate, are not and could not reasonably be expected to be material except for and subject to the Engenio Business, taken as a wholefilings and compliance activities referred to in Section 3.6(b) below.

Non-Contravention; Consents. (a) Assuming that all Required Consents listed in SCHEDULE 3.4 have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary IP-Guardian that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, of any provision of Seller’s 's or the applicable Subsidiary’s IP-Guardian's charter, by-laws or similar organizational document, (ii) violate the provision of any Law applicable to Seller or IP-Guardian, (iii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary IP-Guardian is a party or by which it is bound and any of their respective properties which relates relate to the Engenio Business are or the Purchased Assets may be bound, which violation, breach or default could be reasonably expected to have a Material Adverse Effect, or (iiiiv) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, IP-Guardian or the Engenio Purchased Assets and which relates to the Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are not and which violation could not be reasonably be expected to be material to the Engenio Business, taken as have a wholeMaterial Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtainedExcept as set forth on Section 3.1.4(a) of the Seller Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by Seller and the Collateral Ancillary Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby hereunder or thereunder do not and will not: (i) result in a any violation or breach or violation of, or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under (with or without notice or lapse of time, or both), require the consent, notice or other action by any provision of, result in the acceleration or cancellation of any obligation Person under, or give rise to a right by of, or result in, termination, amendment, refusal to perform, cancellation, or acceleration of any party obligation or to terminate the loss of a benefit under or amend its obligations (ii) result in the creation of any Encumbrance in or upon the Transferred Assets under, (1) Seller’s organizational documents or the Waiver Agreement, (2) any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree Assumed Contract or any other arrangement or commitment Contract to which Seller or the applicable Subsidiary is a party or by to which it any of the Transferred Assets are subject, (3) any Regulatory Approvals and Governmental Authorizations to which Seller is bound and a party or to which relates any of the Transferred Assets are subject, or (4) any Law or Governmental Order applicable to the Engenio Business Seller or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business or the Purchased Transferred Assets, other than except in the case cases of clauses clause (ii) and (iii4), any such violationswhere the conflict, breachesviolation, defaultsbreach, accelerations default, termination, cancellation, acceleration or cancellations creation of obligations or rights thatan Encumbrance, individually or in the aggregate, are has not been and could would not reasonably be expected to be material and adverse to the Engenio BusinessTransferred Assets or the Assumed Liabilities or that would not reasonably be expected to prevent, taken as a wholematerially impede or materially delay the consummation by Seller of the Acquisition.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Engenio Mobility Business or the Purchased Assets (including Seller’s external manufacturing and supply arrangements), or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Mobility Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are not and could not reasonably be expected to be material to the Engenio Mobility Business, taken as a whole.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements Company Documents by Seller or any Subsidiary each Company that is will be a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, of any provision of Seller’s or the applicable Subsidiary’s such Company's charter, by-laws or similar organizational documentdocuments, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any right or obligation or a loss of any benefit to which such Company or any of the Subsidiaries of the Company is entitled under, or give rise to a right by any party to terminate terminate, cancel, rescind or amend its obligations any right or obligation under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller such Company or any of the applicable Subsidiary Subsidiaries of the Company is a party or by which it is bound and which relates to such Company, any of the Engenio Business Subsidiaries or such Company's or any of the Purchased Assets or Subsidiaries' assets are bound, (iii) violate any applicable Law, order, judgment, decree, rule Law or regulation Order or Permit by which such Company or any of the Subsidiaries or such Company's or any of the Subsidiaries' assets are bound or (iv) result in the imposition of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business or the Purchased AssetsLien, other than Permitted Exceptions, upon any of the assets or properties of such Company or any of the Subsidiaries, other than, in the case of clauses (ii), (iii) and (iiiiv), any such violationsviolation, breachesbreach, defaultsdefault, accelerations acceleration or cancellations cancellation of obligations or rights that, individually or in the aggregate, are has not and could not had, nor would reasonably be expected to be material to the Engenio Businesshave, taken as a wholeMaterial Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements Company Documents by Seller or any Subsidiary each Company that is will be a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, of any provision of Seller’s or the applicable Subsidiarysuch Company’s charter, by-laws or similar organizational documentdocuments, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any right or obligation or a loss of any benefit to which such Company or any of the Subsidiaries of the Company is entitled under, or give rise to a right by any party to terminate terminate, cancel, rescind or amend its obligations any right or obligation under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller such Company or any of the applicable Subsidiary Subsidiaries of the Company is a party or by which it is bound and which relates to such Company, any of the Engenio Business Subsidiaries or such Company’s or any of the Purchased Assets or Subsidiaries’ assets are bound, (iii) violate any applicable Law, order, judgment, decree, rule Law or regulation Order or Permit by which such Company or any of the Subsidiaries or such Company’s or any of the Subsidiaries’ assets are bound or (iv) result in the imposition of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio Business or the Purchased AssetsLien, other than Permitted Exceptions, upon any of the assets or properties of such Company or any of the Subsidiaries, other than, in the case of clauses (ii), (iii) and (iiiiv), any such violationsviolation, breachesbreach, defaultsdefault, accelerations acceleration or cancellations cancellation of obligations or rights that, individually or in the aggregate, are has not and could not had, nor would reasonably be expected to be material to the Engenio Businesshave, taken as a wholeMaterial Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents have been obtainedThe execution and delivery of this Agreement by Pxxxxx and Purchaser do not, and the execution, delivery and performance of this Agreement by Seller Parent and the Collateral Agreements by Seller or any Subsidiary that is a party thereto Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby and thereby do not and Transactions will not: , (i) conflict with or violate either Parent’s or Purchaser’s Constating Documents, (ii) assuming that all consents, approvals, and other authorizations described in Section 4(b) of Schedule D have been obtained, conflict with or violate any Law applicable to Parent or Purchaser or by which any property or asset of Parent or Purchaser is bound, or (iii) result in a any breach or violation of, or conflict withconstitute a default (or an event that, with notice or lapse of time or both, would become a default) by Parent or any provision Subsidiary of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, Parent (iiincluding Purchaser) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a others any right by of termination, amendment, acceleration, or cancellation of, or result in the loss of any party benefit to terminate which Parent or amend its obligations Purchaser is entitled under, or the creation of any mortgageEncumbrance (other than Permitted Encumbrances) on the properties or assets of the Company or Company Subsidiaries pursuant to, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree any Contract or other arrangement instrument or commitment obligation to which Seller Parent or the applicable Subsidiary Purchaser is a party or by which it is bound and which relates to the Engenio Business Parent or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court Purchaser or any Governmental Body having jurisdiction over Sellerproperty or asset of either of them is bound, a Subsidiaryexcept, with respect to each of the Engenio Business or the Purchased Assets, other than in the case of foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, accelerations rights, terminations, amendments, cancellations, accelerations, Encumbrances or cancellations of obligations or rights that, individually or in the aggregate, are other occurrences that would not and could not reasonably be expected to be material to the Engenio Business, taken as have a wholeParent Material Adverse Effect.

Non-Contravention; Consents. (a) Assuming that all Required Consents (as defined in Section 3.4(b)) have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s or the applicable a Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable a Subsidiary is a party or by which it is bound and which relates to the Engenio µWave Business or the Purchased Assets or (iii) violate any applicable Law, order, judgment, decree, rule or regulation Law of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Engenio µWave Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are have not had and could would not reasonably be expected to be material to the Engenio Business, taken as have a wholeSeller Material Adverse Effect.