Common use of Non-Contravention; Consents Clause in Contracts

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions will not: (a) cause a violation of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Company; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are subject; or (c) conflict with, result in breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with Except, in the applicable provisions case of clauses (b) and (c), for violations and defaults that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would not materially and adversely affect the Company’s ability to consummate any of the DGCL, transactions contemplated by this Agreement or to perform any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCits obligations under this Agreement, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement will not: (a) cause a violation of any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar equivalent organizational documents) documents of any of the Company or any Subsidiary of the CompanyAcquired Entities; or (b) cause a violation by any of the Acquired Corporation Entities of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are subjectit; or (c) conflict with, result in breach of, or constitute cause a default (or an event whichon the part of any of the Acquired Entities under any agreement, with notice or lapse of time or bothlease, would constitute a default) underlicense, or cause or permit the terminationcontract, cancellationnote, acceleration bond, mortgage, indenture or other change of any material right or obligation or the loss of any material benefit instrument to which the Company or any Acquired Corporation of its Subsidiaries is entitled undera party or by which the Company or any of its Subsidiaries or any of their respective properties or assets are bound, or result in the creation of an encumbrance on any Lien (other than Permitted Liens) upon any asset of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a wholeof its Subsidiaries. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve Telecommunications Regulatory Authorities or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act Governmental Franchising Authorities or as may be required in connection with this Agreement and under the Transactions)Exchange Act, the DGCL, and any filing, notification the HSR Act or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCNew York Stock Exchange, none of the Company Acquired Entities is not required to make any filing with or give any notice to, make any filing with, or to obtain any Consent from consent or approval from, any Person Governmental Entity at any time or prior to the Closing in connection with the execution and delivery of this Agreement, Agreement by the Company or the consummation by the Company of the Transactionstransactions contemplated by this Agreement, except those filings, notifications, approvals, notices or Consents that where the failure to makemake any such filing, give any such notice or obtain any such consent or receive, as applicable, are notapproval would not have or reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Material Adverse EffectEffect or would not materially and adversely affect the Company’s ability to consummate any of the transactions contemplated by this Agreement or to perform any of its obligations under this Agreement.

Non-Contravention; Consents. Assuming compliance with Neither the applicable provisions of the DGCLexecution, any applicable filing, notification delivery or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the execution and delivery performance of this Agreement by the Company and Marvell, HoldCo, Bermuda Merger Sub or Delaware Merger Sub, nor the consummation by the Company of the Transactions Bermuda Merger by Marvell, Bermuda Merger Sub and HoldCo, the Delaware Merger by Delaware Merger Sub and HoldCo, or any of the other Contemplated Transactions, will not: directly or indirectly (with or without notice or lapse of time): (a) cause contravene, conflict with or result in a violation of any of the provisions of the Certificate certificate of Incorporation incorporation, memorandum of association, bye-laws or bylaws (other charter or similar organizational documents) documents of the Company Marvell, HoldCo, Bermuda Merger Sub or any Subsidiary of the CompanyDelaware Merger Sub; or (b) cause contravene or conflict with or result in a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporationany order, writ, injunction, judgment or decree to which Marvell, HoldCo, Bermuda Merger Sub or Delaware Merger Sub is subject, except for any such Acquired Corporation or any of its assets are subject; or (c) conflict withcontraventions, result in breach ofconflicts, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration violations or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would notoccurrences that, individually or in the aggregate, would not reasonably be material expected to the Acquired Corporations taken as have a wholeMaterial Adverse Effect on Marvell. Except as may be required by the Exchange Act (including the requirement under Securities Act, the Exchange Act for the Company’s stockholders to approve Act, state securities or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions)“blue sky” laws, the DGCL, and the HSR Act, any filingforeign antitrust Legal Requirement, notification or approval in any jurisdiction required Legal Requirement administered by Antitrust Laws and the rules and regulations of the OTCany Requesting Authority, the Company is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, Bermuda Companies Act or the consummation by the Company of the TransactionsNasdaq Rules and listing standards, and except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, would not reasonably likely be expected to have a Material Adverse EffectEffect on Marvell, Marvell is not required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with the execution, delivery or performance by Marvell, HoldCo, Bermuda Merger Sub or Delaware Merger Sub of this Agreement or the consummation of the Mergers or any of the other Contemplated Transactions by Marvell, HoldCo, Bermuda Merger Sub or Delaware Merger Sub.

Non-Contravention; Consents. Assuming compliance with Except, in the applicable provisions case of clauses (b) and (c), for violations and defaults that would not materially and adversely affect Parent’s or Merger Sub’s ability to consummate any of the DGCL, transactions contemplated by this Agreement or to perform any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCtheir respective obligations under this Agreement, the execution and delivery of this Agreement by the Company Parent and Merger Sub, and the consummation by the Company of the Transactions transactions contemplated by this Agreement, will not: (a) cause a violation of any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar organizational documents) comparable governing documents of the Company Parent or any Subsidiary of the CompanyMerger Sub; or (b) cause a violation by any Acquired Corporation Parent or Merger Sub of any Legal Requirement or order applicable to such Acquired Corporation, Parent or to which such Acquired Corporation or any of its assets are subjectMerger Sub; or (c) conflict with, result in breach of, or constitute cause a default (on the part of Parent or an event whichMerger Sub under any agreement, with notice or lapse of time or bothlease, would constitute a default) underlicense, or cause or permit the terminationcontract, cancellationnote, acceleration bond, mortgage, indenture or other change of any material right or obligation or the loss of any material benefit instrument to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any Acquired Corporation is entitled underof their respective Affiliates or any of their respective properties or assets are bound, or result in the creation of an encumbrance on any Lien (other than Permitted Liens) upon asset of Parent, Merger Sub or any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a wholetheir respective Affiliates. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve Telecommunications Regulatory Authorities or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act Governmental Franchising Authorities or as may be required in connection with this Agreement and under the Transactions)Exchange Act, the DGCLDGCL or the HSR Act, and neither Parent nor Merger Sub, nor any filingof Parent’s other Affiliates, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not required to make any filing with or give any notice to, make any filing with, or to obtain any Consent from consent or approval from, any Person Governmental Entity at any time or prior to the Closing in connection with the execution and delivery of this Agreement, Agreement by Parent or Merger Sub or the consummation by the Company Parent or Merger Sub of any of the Transactionstransactions contemplated by this Agreement, except those filings, notifications, approvals, notices or Consents that where the failure to makemake any such filing, give any such notice or obtain any such consent would not materially and adversely affect Parent’s or receive, as applicable, are not, individually Merger Sub’s ability to consummate any of the transactions contemplated by this Agreement or in to perform any of their respective obligations under this Agreement. No vote of Parent’s stockholders is necessary to approve this Agreement or any of the aggregate, reasonably likely to have a Material Adverse Effecttransactions contemplated by this Agreement.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, Neither the execution and delivery of this Agreement by the Company and nor the consummation by the Company of the Transactions will notMerger and the other Transactions, nor compliance by the Company with any of the terms or provisions of this Agreement will: (a) violate or cause a violation of any of the provisions of the Certificate Organizational Documents of Incorporation (i) the Company or bylaws (or similar organizational documentsii) any other Acquired Company (assuming, in the case of the Company or any Subsidiary of with respect to the CompanyMerger, that the Company Stockholder Approval is obtained); or (b) subject to compliance with and clearances or approvals under applicable Antitrust Laws and applicable Foreign Investment Laws, conflict with or violate or cause a violation by of any Law applicable to any Acquired Corporation Company or business of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are subjectCompany; or (c) except as set forth on Section 3.4(c) of the Company Disclosure Schedule, violate, conflict with, with or result in any breach of any provision of, or loss of any benefit under, or constitute or cause a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or cause or permit the give rise to any right of termination, cancellation, acceleration or other change cancellation of or require the consent of, notice to or filing with any third Person pursuant to any of the terms or provisions of any material right or obligation or the loss of any material benefit Material Contract to which any Acquired Corporation Company is entitled undera party or by which any property or asset of any Acquired Company is bound, or result in the creation of any Lien (Encumbrance, other than any Permitted Liens) Encumbrance, upon any of the properties property or assets owned or operated by of any Acquired Company, other than, in the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except case of clauses (a) (solely with respect to the foregoing items Subsidiaries of the Company), (b) and (c) as ), that has not had, and would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No consent, approval, permit, Order or authorization (collectively, “Consent”) of, registration, declaration or filing with or notice to any Governmental Entity or other Person is required to be material to obtained or made by any Acquired Company in connection with the Acquired Corporations taken as a whole. Except execution, delivery and performance of this Agreement or the consummation of the Merger or the other Transactions, except (i) for the Company Stockholder Approval, (ii) as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions)Act, the DGCL, and the listing requirements of the NYSE, the HSR Act or other applicable Antitrust Laws, or any filing, notification or approval in any jurisdiction required by Antitrust applicable Foreign Investment Laws and the rules and regulations of the OTC(iii) for such other Consents, the Company is not required to give notice toregistrations, make any filing withdeclarations, filings or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure of which to makebe obtained or made has not had, obtain or receive, as applicable, are notand would not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, Neither the execution and the delivery of this Agreement by or the Company and other Transaction Agreements, nor the consummation by the Company of the Transactions transactions contemplated hereby or thereby, will not: (a) cause a violation except as listed in Section 3.3 of the Disclosure Schedule (the “Educational Notices/Consents”) violate or require notice or consent relating to any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, court or Educational Agency, Educational Law, Educational Approval, Accrediting Body, State Educational Agency, Financial Assistance Programs and Title IV Programs to which Seller or its Subsidiaries is subject, (b) except as listed in Section 3.3 of the provisions Disclosure Schedule, violate any provision of the Certificate Charter, Bylaws of Incorporation or bylaws (or similar Seller, the organizational documents) documents of the Company or any Subsidiary of the Company; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation Seller or any other Contract or understanding with any director or trustee of Seller or its assets are subjectSubsidiaries; or (c) except as listed in Section 3.3 of the Disclosure Schedule, conflict with, result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cause cancel, or permit the termination, cancellation, acceleration require any notice under any arrangement or other change Contract to which Seller or any Subsidiary of any material right Seller is a party or obligation by which it is bound or the loss of any material benefit to which any Acquired Corporation of its assets is entitled under, subject (or result in the creation imposition of any Lien (other than Permitted Liens) upon any of its assets), including, without limitation the properties or assets owned or operated by agreements set forth in Section 3.21(a)(ii) of the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a wholeDisclosure Schedule. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation items listed in Section 3.3 of the Company’s named executive officers and the filing with the SEC Disclosure Schedule, neither Seller nor any Subsidiary of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not required Seller needs to give any notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreementauthorization, consent, or approval of (a) any Governmental Authority (including any Educational Agency or State Educational Agency) or Accrediting Body in order for the consummation Parties to consummate the transactions contemplated by the Company of the Transactions, except those filings, notifications, approvals, notices this Agreement or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect(b) any third party.

Non-Contravention; Consents. Assuming Except as set forth in Part 3.23 of the Company Disclosure Schedule and assuming compliance with the applicable provisions of the DGCL, the HSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws Laws, and the rules and regulations of NASDAQ, and in the OTCcase of the Merger, if required by applicable Legal Requirements, the receipt of the Required Company Stockholder Vote, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions will not: (a) cause a violation of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Company; or (b) cause a violation by any Acquired Corporation the Company of any Legal Requirement or order applicable to such Acquired Corporationthe Company, or to which such Acquired Corporation or any of its assets are the Company is subject; or (c) conflict with, result in breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation the Company is entitled under, or result in the creation under any provision of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as set forth in Part 3.23 of the Company Disclosure Schedule and as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, any proxy statement to be distributed to the Company’s stockholders in connection with the Transactions (the “Proxy Statement”), any information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (the “Information Statement”) and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of the OTCNASDAQ, the Company is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the TransactionsMerger, except those filings, notifications, approvals, notices or Consents that the failure to make, make or obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with Neither the applicable provisions of the DGCLexecution, any applicable filing, notification delivery or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the execution and delivery performance of this Agreement by Seller or any of the Company and Related Agreements to which Seller is (or will be at Closing) a party, nor the consummation by the Company Seller of the Transactions transactions contemplated hereby or by the Related Agreements, will not: (with or without the giving of notice or the lapse of time, or both): (a) cause conflict with or violate any provision of the charter or bylaws or other organizational documents of Seller; (b) create any Encumbrance (other than a violation of Permitted Encumbrance) upon any of the provisions Acquired Assets; (c) require on the part of Seller any filing with, notice to, exemption from, or any Permit, authorization, consent or approval of, any Governmental Entity with respect to the Acquired Assets, except for (i) compliance by Seller with the applicable requirements of the Certificate Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Incorporation 1976 (the “HSR Act”) and any other applicable Antitrust Laws, (ii) the Seller Orphan Designation Letter, (iii) the Seller FDA Letter and (iv) the filing of the Proxy Statement with the SEC in preliminary and definitive forms; (d) subject to obtaining the Third Party consents or bylaws (or similar organizational documentsproviding the notices set forth on Section 5.02(h) of the Company or any Subsidiary of the Company; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired CorporationSeller Disclosure Letter, or to which such Acquired Corporation or any of its assets are subject; or (c) conflict with, violate or result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cause cancel, require any notice, right of first offer or permit the terminationrefusal, cancellation, acceleration consent or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled waiver under, or result in the creation loss of any Lien (right or privilege under, any Assigned Contract, or other than Permitted Liens) upon instrument to which Seller is a party or by which any of the properties Acquired Assets are bound; or assets owned (e) conflict with or operated by violate any Order or Law or other restriction of any Governmental Entity applicable to Seller, any of the Company Acquired Assets or any Company Subsidiaries pursuant to of the termsAssumed Liabilities, conditions or provisions ofexcept, any Material Contract, except with respect to in the foregoing items case of clauses (b) and through (ce) as would notabove, individually or in the aggregatefor such conflicts, be material to the Acquired Corporations taken as a whole. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprovebreaches, on an advisory basisdefaults, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Transactions, except those filings, notificationsconsents, approvals, authorizations, declarations, filings or notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, which would not reasonably likely be expected to have a Seller Material Adverse Effect.. Section 2.06

Non-Contravention; Consents. Assuming Except as set forth on Part 3.23 of the Company Disclosure Schedule, assuming compliance with the applicable provisions of the DGCL, the HSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws in those jurisdictions identified in Part 6.2(c) of the Company Disclosure Schedule, and the rules and regulations of the OTCSEC and Nasdaq, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions will not: (a) cause a violation of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the CompanyAcquired Corporation; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such an Acquired Corporation, or to which such an Acquired Corporation or any of its assets are is subject; or (c) require any consent or notice under, conflict with, result in breach of, or constitute a default under (or an event which, that with notice or lapse of time or both, both would constitute become a default) under), or cause or permit the give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any material right or obligation or the loss of any material benefit to which any an Acquired Corporation is entitled under, under any provision of any Material Contract or (d) result in a the creation of any Lien Encumbrance (other than a Permitted LiensEncumbrance) upon on any of the properties property or assets owned or operated by the Company or of any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material ContractAcquired Corporation, except with respect to in the foregoing items case of clause (b) and (c) ), as would not, individually or in the aggregate, not reasonably be material expected to the Acquired Corporations taken as have a wholeMaterial Adverse Effect. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions)Act, the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws in those jurisdictions identified in Part 6.2(c) of the Company Disclosure Schedule and the rules and regulations of the OTCSEC and Nasdaq, the Company is Acquired Corporations are not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Merger or other Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, receive are not, individually or in the aggregate, not reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with Except in the applicable provisions case of clauses “(b)” and “(c)” of this sentence for violations, breaches and defaults that would not be material to the DGCLCompany and its Subsidiaries, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCtaken as a whole, the execution and delivery of this Agreement by the Company, the acquisition of Company Shares by Acquisition Sub pursuant to the Offer and the consummation by the Company of the Transactions Merger will not: (a) cause a violation of of, or conflict with, any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Companyits Subsidiaries; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation the Company or any of its assets are subjectSubsidiaries of, or conflict with, any Legal Requirement applicable to the business of the Company or any of its Subsidiaries; or (c) conflict withcause a breach or default on the part of the Company or any of its Subsidiaries under, give to others any right of termination, amendment, acceleration, payment or cancellation of, result in breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, under or result in the creation of any Lien a lien or other encumbrance (other than Permitted LiensEncumbrances) upon on any of the properties property pursuant to any contract, agreement, lease, license, permit, franchise or assets owned other instrument or operated by obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually of their properties or in the aggregate, be material to the Acquired Corporations taken as a wholeassets is bound. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions)Act, the DGCL, and any filingthe HSR Act, notification the antitrust or approval competition laws of foreign jurisdictions, the NASD Bylaws or as set forth in any jurisdiction required by Antitrust Laws and the rules and regulations Part 3.22 of the OTCCompany Disclosure Schedule, the Company is not required to give notice to, make any filing with, with or to obtain any Consent consent, approval, authorization or permit from any Person Person, domestic or foreign, at any time or prior to the Closing Acceptance Time in connection with the execution and delivery of this Agreement, Agreement by the Company or the consummation by the Company of the Transactions, Merger except those filings, notifications, approvals, notices or Consents that where the failure to makemake such filing or obtain such consent, obtain approval, authorization or receivepermit (a) would not be materially adverse to the Company and its Subsidiaries, taken as applicablea whole, are not, individually or in to Parent or (b) would not materially delay acceptance for payment of the aggregate, reasonably likely Company Shares tendered pursuant to have a Material Adverse Effectthe Offer or the consummation of the Merger.

Non-Contravention; Consents. Assuming compliance with the applicable provisions Except as set forth in Section 4.3 of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCDisclosure Schedules, the execution execution, delivery and delivery performance by each Seller of this Agreement by and the Company Transaction Documents to which it is a party, does not and the consummation by the Company each Seller of the Transactions transactions contemplated by this Agreement and the Transaction Documents will not: (a) cause a violation , with or without the giving of any notice or the lapse of the provisions of the Certificate of Incorporation time or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Company; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are subject; or (c) both conflict with, or result in a breach or violation of, or a default under, or give rise to any other right which may adversely affect the Transaction or the Transaction Documents under (i) its articles of association, by laws, certificate of incorporation or other incorporation or any other organizational document of such Seller; (ii) any Order by which a Seller is bound, or applicable to the Business and/or the Purchased Assets or the Assumed Liabilities; (iii) any Law applicable to a Seller, the Business and/or the Purchased Assets or Assumed Liabilities; (iv) result in any breach of, or constitute a default (or an event which, which with the giving of notice or lapse of time time, or both, would constitute become a default) under, or cause or permit the give to any Person any rights of termination, cancellationamendment, acceleration or other change cancellation of any material right or obligation or the loss under any Contract (including triggering of any material benefit rights under any Contract to change its terms, increase or decrease prices or similar provisions) or Permit or other instrument to which a Seller is a party or to which any Acquired Corporation Business and/or the Purchased Assets is entitled undersubject; (v) require any consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority (each under this sub-section (v), a “Governmental Approval”) to be obtained or made by Sellers, or (vi) result in the creation of any Lien (Encumbrance on the Purchased Assets or assets licensed hereunder, including any Encumbrance for any Taxes, other than a Permitted Liens) upon Encumbrance, or cause the Buyer to be under any of the properties Liabilities, except for Assumed Liabilities, and require any Consent or assets owned other action by, or operated by the Company filing or registration with or notification to, any Governmental Authority or any Company Subsidiaries pursuant other Person. It is noted that to assign the termsAssigned Contracts, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company consent is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effectrequired.

Non-Contravention; Consents. Assuming compliance with Except, in the applicable provisions case of clauses (b) and (c), for violations and defaults that would not have or reasonably be expected to have, individually or in the DGCLaggregate, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCa Material Adverse Effect, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement will not: (a) conflict with or cause a breach or violation of any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar equivalent organizational documents) documents of any of the Company or any Subsidiary of the CompanyAcquired Entities; or (b) subject to obtaining the consents or approvals and delivering the notices or other filings from the Governmental Entities described in this Section 2.24, cause a violation by any of the Acquired Corporation Entities of any Legal Requirement or order applicable to such Acquired Corporationit or its properties, rights or to which such Acquired Corporation or any of its assets are subject; or (c) conflict with, result in breach of, or constitute a default (with or an event which, with without notice or lapse of time or both, would constitute ) a default) under, default or cause or permit the give rise to any right of termination, cancellationamendment, cancellation or acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon under any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, of any Material Contract, except with respect Contract or Real Property Lease or require notice be given to the foregoing items (b) and (c) as would not, individually counterparty of any such Material Contract or in Real Property Lease or require the aggregate, be material consent of the counterparty to the Acquired Corporations taken as a wholeany such Material Contract or Real Property Lease. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve Telecommunications Regulatory Authorities or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act Governmental Franchising Authorities or as may be required in connection with this Agreement and under the Transactions)Exchange Act, the DGCL, and any filingthe HSR Act, notification or approval in any jurisdiction required by other applicable Antitrust Laws and Laws, or the rules and regulations of the OTCNew York Stock Exchange, none of the Company Acquired Entities is not required to make any filing with or give any notice to, make any filing with, or to obtain any Consent from consent or approval from, any Person at any time prior to the Closing Governmental Entity in connection with the execution and delivery of this Agreement, Agreement by the Company or the consummation by the Company of the Transactionstransactions contemplated by this Agreement, except those filings, notifications, approvals, notices or Consents that where the failure to makemake any such filing, give any such notice or obtain any such consent or receive, as applicable, are notapproval would not have or reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the The execution and delivery of this Agreement or any of the Ancillary Agreements by Parent and the Company Merger Subs and the consummation by Parent and the Company Merger Subs of the Contemplated Transactions will notnot cause: (a) cause a violation of any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (of Parent or similar organizational documents) Merger Sub I, or the certificate of formation or the Company or any Subsidiary limited liability company agreement of the Company; or Merger Sub II, (b) cause a violation by any Acquired Corporation Parent or the Merger Subs of any Legal Requirement or order Law applicable to such Acquired CorporationParent or the Merger Subs, except as would not reasonably be expected to materially and adversely impact Parent’s or the Merger Subs’ ability to which such Acquired Corporation or any of its assets are subject; consummate the Contemplated Transactions, or (c) conflict with, result in breach of, or constitute a default (on the part of Parent or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of Merger Subs under any material right or obligation Contract of Parent or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material ContractMerger Subs, except with respect to the foregoing items (b) and (c) as would not, individually not reasonably be expected to materially and adversely impact Parent’s or in the aggregate, be material Merger Subs’ ability to consummate the Acquired Corporations taken as a wholeContemplated Transactions. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and i) the filing with the SEC of the Schedule 14D-9Registration Statement and the declaration of effectiveness of the Registration Statement by the SEC, and such reports under other filings required under, and compliance with other applicable requirements of, the Exchange Act as may be required in connection with this Agreement and the Contemplated Transactions); (ii) such filings and approvals as may be required under Securities Act of 1933, the DGCLas amended, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCNYSE, (iii) the DGCL, the Company DLLCA or governmental regulation, none of Parent, Merger Sub I or Merger Sub II is not required to give notice to, make any filing with, or obtain any Consent from any Person Governmental Body or party to a material Contract of Parent, Merger Sub I or Merger Sub II at any time prior to the Closing in connection with the execution and delivery of this Agreement, Agreement or the consummation by Parent and the Company Merger Subs of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse EffectMerger.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, the HSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws Laws, and the rules and regulations of the OTCNASDAQ, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions will not: (a) cause a violation of any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Company; or (b) cause a violation by any Acquired Corporation the Company of any Legal Requirement or order applicable to such Acquired Corporationthe Company, or to which such Acquired Corporation or any of its assets are the Company is subject; or (c) require any consent or notice under, conflict with, result in breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the give rise to any right of purchase, termination, amendment, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation the Company is entitled under (or give rise to any event that with or without notice or lapse of time or both would constitute a default under, or give rise to any such right under) any provision of any Material Contract; or (d) result in the creation of any Lien Encumbrance (other than a Permitted LiensEncumbrance) upon on any of the properties property or assets owned or operated by of the Company or any Company Subsidiaries pursuant to Company, except, in the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items case of clause (b) and (c) as would not), individually or in the aggregate, be material to the Acquired Corporations taken as for such violations that do not have a wholeMaterial Adverse Effect. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions)Act, the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ, to the OTCKnowledge of the Company, the Company is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Merger or the other Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are notreceive have not had, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with Except, in the applicable provisions case of clauses (b) and (c), for violations and defaults that would not have or reasonably be expected to have, individually or in the DGCLaggregate, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCa Parent Material Adverse Effect, the execution and delivery of this Agreement by the Company Parent and Merger Sub, and the consummation by the Company of the Transactions transactions contemplated by this Agreement, will not: (a) conflict with or cause a breach or violation of any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar organizational documents) comparable governing documents of the Company Parent or any Subsidiary of the CompanyMerger Sub; or (b) subject to obtaining the consents or approvals and delivering the notices or other filings from the Governmental Entities described in this Section 3.5, cause a violation by any Acquired Corporation Parent or Merger Sub of any Legal Requirement or order applicable to such Acquired CorporationParent or Merger Sub or its properties, rights or to which such Acquired Corporation or any of its assets are subject; or (c) conflict with, result in breach of, or constitute a default (with or an event which, with without notice or lapse of time or both, would constitute ) a default) under, default or cause or permit the give rise to any right of termination, cancellationamendment, acceleration cancellation or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liensacceleration) upon under any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions ofof any Contract to which Parent or Merger Sub is a party or by which Parent, any Material Contract, except with respect Merger Sub or require notice be given to the foregoing items (b) and (c) as would not, individually counterparty of any such Contract or in require the aggregate, be material consent of the counterparty to the Acquired Corporations taken as a wholeany such Contract. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve CFIUS or disapprove, on an advisory basisCFIUS member agencies, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act Telecommunications Regulatory Authorities or Governmental Franchising Authorities or as may be required in connection with this Agreement and under the Transactions)Exchange Act, the Securities Act, state securities laws, the DGCL, and any filingthe HSR Act, notification or approval in any jurisdiction required by other applicable Antitrust Laws and the rules and regulations of the OTCLaws, the Company neither Parent nor Merger Sub is not required to make any filing with or give any notice to, make any filing with, or to obtain any Consent from consent or approval from, any Person at any time prior to the Closing Governmental Entity in connection with the execution and delivery of this Agreement, Agreement by Parent or Merger Sub or the consummation by the Company Parent or Merger Sub of any of the Transactionstransactions contemplated by this Agreement, except those filings, notifications, approvals, notices or Consents that where the failure to makemake any such filing, give any such notice or obtain any such consent would not have or receive, as applicable, are notreasonably be expected to have, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement or any of the transactions contemplated by this Agreement.

Non-Contravention; Consents. Assuming Except as set forth in Part 2.22 of the Company Disclosure Schedule and assuming compliance with the applicable provisions of the DGCL, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws Laws, and the rules and regulations receipt of the OTCRequired Company Stockholder Vote, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement will not: (a) cause a violation of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the CompanyAcquired Corporation; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such any Acquired Corporation, or to which such any Acquired Corporation or any of its assets are is subject; or (c) conflict with, result in breach of, of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which under, result in any material increase in any obligation of any Acquired Corporation is entitled Corporation, result in termination or give to others any right of termination, vesting, amendment, acceleration or cancelation of any material benefit, constitute a default under, or result in the creation of require any Lien (other than Permitted Liens) upon any of the properties consent or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions ofapproval under, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as set forth in Part 2.22 of the Company Disclosure Schedule and as may be required by the Exchange Act (including without limitation the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactionsofficers), the DGCL, and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations Laws, none of the OTC, the Company Acquired Corporations is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the TransactionsMerger, except those filings, notifications, approvals, notices or Consents that the failure to make, make or obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions will not: (a) conflict with or cause a violation of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the organizational document or any other Acquired Company; or (b) assuming compliance with the filing of a certificate of merger with the Secretary of State of the State of Delaware and the applicable provisions of the HSR Act, applicable foreign Antitrust Laws and applicable Foreign Investment Laws in those jurisdictions identified in Schedule 6.2(b), if any, and the rules and regulations of Nasdaq, conflict with or cause a violation by any Acquired Corporation Company of any Legal Requirement Requirements or order applicable to such Acquired Corporationit, or to which such any Acquired Corporation or any of its assets are Company is subject; or (c) conflict with, result in breach of, or constitute a default (with or an event which, with without notice of or lapse of time or both, would constitute ) a default) default under, or cause or permit the give rise to a right of termination, cancellationmodification, cancelation or acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, any Material Contract; or (d) result in the creation of any Lien Encumbrance (other than any Permitted LiensEncumbrance) upon on any of the properties or assets owned or operated by of the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material ContractAcquired Companies, except with respect to in the foregoing items case of clauses (b) and (c) ), for such violations, conflicts, breaches, and defaults as would notnot reasonably be expected to have, individually or in the aggregate, be material to the Acquired Corporations taken as a wholeMaterial Adverse Effect. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the filing of a certificate of merger pursuant to the DGCL, the HSR Act and any filingthe filings, notification notifications or approval in any jurisdiction approvals required by under foreign Antitrust Laws and applicable Foreign Investment Laws in those jurisdictions identified in Schedule 6.2(b), if any, and the rules and regulations of the OTCNasdaq, the Company is Acquired Companies are not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery by the Company of this Agreement, or the consummation by the Company of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, receive have had or are notnot reasonably expected to have, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with Except in the applicable provisions case of clauses "(b)" and "(c)" of this sentence for violations, breaches and defaults that would not be material to the DGCLCompany and its Subsidiaries, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCtaken as a whole, the execution and delivery of this Agreement by the Company, the acquisition of Company Shares by Acquisition Sub pursuant to the Offer and the consummation by the Company of the Transactions Merger will not: (a) cause a violation of of, or conflict with, any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Companyits Subsidiaries; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation the Company or any of its assets are subjectSubsidiaries of, or conflict with, any Legal Requirement applicable to the business of the Company or any of its Subsidiaries; or (c) conflict withcause a breach or default on the part of the Company or any of its Subsidiaries under, give to others any right of termination, amendment, acceleration, payment or cancellation of, result in breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, under or result in the creation of any Lien a lien or other encumbrance (other than Permitted LiensEncumbrances) upon on any of the properties property pursuant to any contract, agreement, lease, license, permit, franchise or assets owned other instrument or operated by obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually of their properties or in the aggregate, be material to the Acquired Corporations taken as a wholeassets is bound. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions)Act, the DGCL, and any filingthe HSR Act, notification the antitrust or approval competition laws of foreign jurisdictions, the NASD Bylaws or as set forth in any jurisdiction required by Antitrust Laws and the rules and regulations Part 3.22 of the OTCCompany Disclosure Schedule, the Company is not required to give notice to, make any filing with, with or to obtain any Consent consent, approval, authorization or permit from any Person Person, domestic or foreign, at any time or prior to the Closing Acceptance Time in connection with the execution and delivery of this Agreement, Agreement by the Company or the consummation by the Company of the Transactions, Merger except those filings, notifications, approvals, notices or Consents that where the failure to makemake such filing or obtain such consent, obtain approval, authorization or receivepermit (a) would not be materially adverse to the Company and its Subsidiaries, taken as applicablea whole, are not, individually or in to Parent or (b) would not materially delay acceptance for payment of the aggregate, reasonably likely Company Shares tendered pursuant to have a Material Adverse Effectthe Offer or the consummation of the Merger.

Non-Contravention; Consents. Assuming Except as set forth in Part 2.22 of the Company Disclosure Schedule and assuming compliance with the applicable provisions of the DGCLCGCL, the HSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and Laws, the rules and regulations of NASDAQ and the OTCreceipt of the Required Company Shareholder Vote, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement will not: (a) cause a violation of any of the provisions of the Certificate articles of Incorporation incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the CompanyAcquired Corporation; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such any Acquired Corporation, or to which such any Acquired Corporation or any of its assets are is subject; or (c) conflict with, result in breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien Material Contract (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the termsRetail Store Leases, conditions or provisions of, any Material Contract, except with respect to which the foregoing items (brepresentation and warranty in this Section 2.22(c) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a wholeshall not apply). Except as set forth in Part 2.22 of the Company Disclosure Schedule and as may be required by the Exchange Act (including without limitation the requirement under the Exchange Act for the Company’s stockholders shareholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactionsofficers), the DGCLCGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ, none of the OTC, the Company Acquired Corporations is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the TransactionsMerger, except those filings, notifications, approvals, notices or Consents that the failure to make, make or obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse EffectEffect and except any notice, filing or Consent that may be required under any of the Retail Store Leases.

Non-Contravention; Consents. Assuming compliance The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not: (a) conflict with or cause a violation of any of the applicable provisions of the Charter Documents of the Company or any of its Subsidiaries; (b) conflict with or cause a material violation by the Company or any of its Subsidiaries of any Legal Requirement applicable to the Company or any of its Subsidiaries; (c) constitute a breach or violation of, cause a default on the part of the Company or any of its Subsidiaries under, result in the termination or expiration of, result in an alteration of the terms of or result in a loss of rights or options or create a lien or encumbrance on any of the properties of the Company or its Subsidiaries under any Material Contract; or (d) result in any entitlement to or acceleration of any right to any payment or vesting owed by the Company or any of its Subsidiaries under any Material Contract, in the case of clauses (c) and (d) other than any such breach, violation, default or right to payment or vesting that would not, individually or in the aggregate, have a Company Material Adverse Effect. Section 3.21 of the Company Disclosure Schedule lists all consents, waivers and approvals under any of the Company’s or its Subsidiaries’ Material Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if not obtained, would individually or in the aggregate have a Company Material Adverse Effect. Except as may be required by the Exchange Act, the Exon-Fxxxxx Amendment to the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007 (“Exon-Fxxxxx”), the DGCL, any applicable filing, notification the HSR Act or approval the antitrust or competition laws of foreign jurisdictions and set forth in any jurisdiction required by Antitrust Laws and the rules and regulations Section 3.21 of the OTCCompany Disclosure Schedule, the Company is not required to make any filing with or to obtain any consent from any Person at or prior to the Acceptance Time or the Effective Time in connection with the execution and delivery of this Agreement by the Company and or the consummation by the Company of the Transactions will not: (a) cause a violation of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Company; or (b) cause a violation transactions contemplated by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are subject; or (c) conflict with, result in breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contractthis Agreement, except with respect where the failure to the foregoing items (b) and (c) as would notmake any such filing or obtain any such consent, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is would not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, Neither the execution and the delivery of this Agreement by or the Company and other Transaction Agreements, nor the consummation by the Company of the Transactions transactions contemplated hereby or thereby, will not: (a) cause a violation except as listed in Section 3.3 of the Disclosure Schedule (the “Educational Notices/Consents”) violate or require notice or consent relating to any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, court or Educational Agency, Educational Law, Educational Approval, Accrediting Body, State Educational Agency, Financial Assistance Programs and Title IV Programs to which Seller or its Subsidiaries is subject, (b) except as listed in Section 3.3 of the provisions Disclosure Schedule, violate any provision of the Certificate Charter, Bylaws of Incorporation or bylaws (or similar Seller, the organizational documents) documents of the Company or any Subsidiary of the Company; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation Seller or any other Contract or understanding with any director or trustee of Seller or its assets are subjectSubsidiaries; or (c) except as listed in Section 3.3 of the Disclosure Schedule, conflict with, result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cause cancel, or permit the termination, cancellation, acceleration require any notice under any arrangement or other change Contract to which Seller or any Subsidiary of any material right Seller is a party or obligation by which it is bound or the loss of any material benefit to which any Acquired Corporation of its assets is entitled under, subject (or result in the creation imposition of any Lien (other than Permitted Liens) upon any of its assets), including, without limitation the properties or assets owned or operated by agreements set forth in Section 3.21(c) of the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a wholeDisclosure Schedule. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation items listed in Section 3.3 of the Company’s named executive officers and the filing with the SEC Disclosure Schedule, neither Seller nor any Subsidiary of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not required Seller needs to give any notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreementauthorization, consent, or approval of (a) any Governmental Authority or Accrediting Body in order for the consummation Parties to consummate the transactions contemplated by the Company of the Transactions, except those filings, notifications, approvals, notices this Agreement or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect(b) any third party.

Non-Contravention; Consents. Assuming compliance with (a) Except, in the applicable provisions case of clauses (ii) and (iii), for violations and defaults that have not or would not reasonably be expected to have, individually or in the DGCLaggregate, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws a Material Adverse Effect and would not materially and adversely affect the rules and regulations of Company’s ability to consummate the OTCMerger, the execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement will not: (ai) cause a contravene, conflict with, or result in any violation or breach of any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws or equivalent organizational documents of any of the Acquired Entities; (or similar organizational documentsii) assuming the receipt of the Company Stockholder Approval and assuming that any required filings, notices, consents or approvals are made or obtained under the Exchange Act, the DGCL, the DLLCA, the HSR Act, state securities or blue sky laws, or the rules and regulations of the Nasdaq Global Select Market (“Nasdaq”), or any Subsidiary Healthcare Permits, Healthcare Licenses or Healthcare Laws, contravene, conflict with, or result in any violation or breach of any Law applicable to any of the CompanyAcquired Entities; or (biii) cause a violation by assuming the receipt of the Company Stockholder Approval and assuming that any Acquired Corporation of any Legal Requirement required filings, notices, consents or order applicable to such Acquired Corporationapprovals are made or obtained under the Exchange Act, the DGCL, the DLLCA, the HSR Act, state securities or blue sky laws, or to which such Acquired Corporation the rules and regulations of Nasdaq, or any of its assets are subject; Healthcare Permits, Healthcare Licenses or (c) conflict withHealthcare Laws, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, result in any breach of, or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would constitute become a default) or result in the loss of a benefit under, or cause or permit the give rise to any right of termination, cancellation, amendment or acceleration or other change of any material right or obligation of the Company or the loss any of any material benefit to which any Acquired Corporation is entitled underits Subsidiaries, or result in the creation of a Lien on any Lien (other than Permitted Liens) upon any asset of the properties or assets owned or operated by the Company or any Company of its Subsidiaries pursuant to the terms, conditions or provisions ofunder, any Material Contractloan or credit agreement, except with respect note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, which the Company or any of its Subsidiaries is not required to give notice to, make any filing with, a party or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by which the Company or any of the Transactions, except those filings, notifications, approvals, notices its Subsidiaries or Consents that the failure to make, obtain any of their respective properties or receive, as applicable, assets are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effectbound.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, the HSR Act, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of the OTCNasdaq, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions will not: (a) cause a violation of any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Company; or (b) cause a violation by any Acquired Corporation the Company of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are the Company is subject; or (c) conflict with, result in breach of, or constitute a default (under, require any consent or an event which, with notice or lapse of time or both, would constitute a default) approval under, or cause or permit the give rise to a right of termination, cancellation, cancellation or acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, under any Material Contract, except with respect to in the foregoing items case of clauses (b) and through (c) d), for such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses or Encumbrances as would not, individually or in the aggregate, not reasonably be material expected to the Acquired Corporations taken as have a wholeMaterial Adverse Effect. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the The Company is not required to give notice to, make any filing with, or obtain any Consent from any Person or any stock market or stock exchange on which shares of Company Common Stock are listed for trading at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the TransactionsMerger, except those filingsfor (i) the pre-merger notification requirements under the HSR Act, notificationsand any other applicable Antitrust Laws, (ii) the filing of the Certificate of Merger with the Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing of the Schedule 14D-9 with the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities laws, the rules and regulations of Nasdaq, and (vi) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or Consents that the failure to make, obtain or receive, as applicablemade, are notnot reasonably likely, individually or in the aggregate, reasonably likely to have a Material Adverse EffectEffect or reasonably be expected to prevent, materially delay or materially impair the Merger or any of the other transactions contemplated by this Agreement.

Non-Contravention; Consents. Assuming compliance with Except as disclosed in Schedule 3.1(D) of the applicable Master Agreement Disclosure Letter (and subject to the provisions of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCSection 4.18), the execution execution, delivery and delivery performance by NTC of this Agreement by the Company and the consummation by Joint Venture Documents to which it is or is intended to be a party do not and will not (1) violate, in any material respect, any Applicable Law or Order, (2) require any filing with, or permit, consent or approval of, or the Company of the Transactions will not: (a) cause a violation giving of any notice to (including under any right of the provisions of the Certificate of Incorporation or bylaws (first refusal or similar organizational documents) of the Company provision), any Person (including filings, consents or approvals required under any Subsidiary of the Company; agreements, licenses or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or leases to which such Acquired Corporation NTC or any of its assets are subject; Affiliates is a party), except where the failure to obtain such filings, permits, consents, approvals or notices could not reasonably be expected to have a Material Adverse Effect, (c3) result in a material violation or breach of, conflict with, result in breach of, constitute (with or constitute a default (or an event which, with without due notice or lapse of time or both, would constitute ) a default) default under, or cause or permit the give rise to any right of termination, cancellation, cancellation or acceleration or other change of any material charter document of or any right or obligation of NTC or the any of its Subsidiaries or to a loss of any material benefit to which NTC or any Acquired Corporation of its Subsidiaries is entitled entitled, or create or trigger any right of any counterparty, under, any agreement or other instrument binding upon NTC or any of its Subsidiaries, or (4) result in the creation or imposition of any Lien (other than Permitted Liensa) upon on any asset of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the termsJoint Venture Company, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and on the ordinary shares of the Joint Venture Company held or to be held by NTC or its Subsidiaries, or Master Agreement DLI-0000000x0 NTC/MICRON CONFIDENTIAL (c) as would not, individually or in the aggregate, be material that could adversely affect NTC’s ability to the Acquired Corporations taken as a whole. Except as may be required by the Exchange Act (including the requirement perform its obligations under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse EffectJoint Venture Documents.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, the Exchange Act, the HSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws or Investment Screening Laws, and the rules and regulations of the OTCNasdaq, the execution and delivery of this Agreement and the Support Agreements by the Company and the consummation by the Company of the Transactions will not: (a) conflict with or cause a violation or breach of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Company; or (b) conflict with or cause a violation or breach by any the Acquired Corporation Corporations of any Governmental Authorizations, Legal Requirement Requirements or order applicable to such the Acquired CorporationCorporations, or to which such the Acquired Corporation or any of its assets Corporations are subject; or (c) conflict with, result in any violation or breach of, or constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute become a default) or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or cause require a consent or permit the terminationwaiver under, cancellation, acceleration or other change of any material right Contract; or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or (d) result in the creation of any Lien Encumbrances (other than Permitted LiensEncumbrances) upon any of the properties or assets owned or operated by of the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material ContractAcquired Corporations, except with respect to in the foregoing items case of clauses (b), (c) and (c) d), for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations, losses and Encumbrances, and for any consents or waivers not obtained, as would notnot reasonably be expected to have, individually or in the aggregate, be material to the Acquired Corporations taken as a wholeMaterial Adverse Effect. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions)Act, the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws or Investment Screening Laws and the rules and regulations of the OTCNasdaq, the Company no Acquired Corporation is not required to give notice to, make any filing with, or obtain any Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution and delivery of this Agreement or any Support Agreement, or the consummation by the Company of the TransactionsMerger, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, receive are notnot reasonably likely to have, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not: (a) conflict with or cause a violation of any of the applicable provisions of the Charter Documents of the Company or any of its Subsidiaries; (b) conflict with or cause a material violation by the Company or any of its Subsidiaries of any Legal Requirement applicable to the Company or any of its Subsidiaries; (c) constitute a breach or violation of, cause a default on the part of the Company or any of its Subsidiaries under, result in the termination or expiration of, result in an alteration of the terms of or result in a loss of rights or options or create a lien or encumbrance on any of the properties of the Company or its Subsidiaries under any Material Contract; or (d) result in any entitlement to or acceleration of any right to any payment or vesting owed by the Company or any of its Subsidiaries under any Material Contract, in the case of clauses (c) and (d) other than any such breach, violation, default or right to payment or vesting that would not, individually or in the aggregate, have a Company Material Adverse Effect. Section 3.21 of the Company Disclosure Schedule lists all consents, waivers and approvals under any of the Company’s or its Subsidiaries’ Material Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if not obtained, would individually or in the aggregate have a Company Material Adverse Effect. Except as may be required by the Exchange Act, the Exon-Xxxxxx Amendment to the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007 (“Exon-Xxxxxx”), the DGCL, any applicable filing, notification the HSR Act or approval the antitrust or competition laws of foreign jurisdictions and set forth in any jurisdiction required by Antitrust Laws and the rules and regulations Section 3.21 of the OTCCompany Disclosure Schedule, the Company is not required to make any filing with or to obtain any consent from any Person at or prior to the Acceptance Time or the Effective Time in connection with the execution and delivery of this Agreement by the Company and or the consummation by the Company of the Transactions will not: (a) cause a violation of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Company; or (b) cause a violation transactions contemplated by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are subject; or (c) conflict with, result in breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contractthis Agreement, except with respect where the failure to the foregoing items (b) and (c) as would notmake any such filing or obtain any such consent, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is would not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Non-Contravention; Consents. Assuming Except as set forth in Part 3.22 of the Company Disclosure Schedule and assuming compliance with the applicable provisions of the DGCL, any applicable filingthe HSR Act, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of NYSE and, in the OTCcase of the Merger, if required by applicable Legal Requirements, the receipt of the Required Company Stockholder Vote, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement will not: (a) cause a violation of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the CompanyAcquired Corporation; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such any Acquired Corporation, or to which such any Table of Contents Acquired Corporation or any of its assets are is subject; or (c) conflict with, result in breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to except, in the foregoing items case of clauses “(b) )” and “(c) )”, for such conflicts, violations, breaches or defaults as would notnot reasonably be expected to have a material and adverse effect on the business or operations of the Company and its Subsidiaries, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as set forth in Part 3.22 of the Company Disclosure Schedule and as may be required by the Exchange Act (including including, without limitation, the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, the Proxy Statement, any information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (together with any amendments or supplements thereto, the “Information Statement”) and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactionstransactions contemplated by this Agreement), the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NYSE, none of the OTC, the Company Acquired Corporations is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the TransactionsMerger, except those filings, notifications, approvals, notices or Consents that the failure to make, make or obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCLThe execution, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws delivery and the rules and regulations of the OTC, the execution and delivery of this Agreement by the Company and the consummation performance by the Company of this Agreement and the Transactions consummation of the transactions contemplated hereby do not and will not: (ai) cause a contravene, conflict with, or result in any violation or breach of any provision of the provisions articles of the Certificate of Incorporation incorporation or bylaws (or similar comparable organizational documents) of the Company or any Subsidiary of the Company; (ii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or (b) cause result in a violation or breach of any provision of any Applicable Law; (iii) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired CorporationPerson under, or to which such Acquired Corporation or any of its assets are subject; or (c) conflict with, result in breach of, or constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation the Company is entitled underunder any provision of any Contract binding upon the Company or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company, which would reasonably be expected to result in a Material Adverse Change in respect of the Company; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material ContractEncumbrances, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, Pre-Closing Permitted Encumbrances at the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery date of this Agreement, and the Effective Time Permitted Encumbrances at the Effective Time, on any asset of the Company; (v) give rise to any right of termination or the consummation acceleration of indebtedness, or cause any indebtedness owing by the Company of the Transactions, except those filings, notifications, approvals, notices to come due before its stated maturity or Consents that the failure cause any available credit to make, obtain or receive, as applicable, are notcease to be available which would, individually or in the aggregate, reasonably likely be expected to have be a Material Adverse EffectChange in respect of the Company; or (vi) result in any material payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any director or officer of the Company or increase any benefits otherwise payable under any pension or benefits plan of the Company or result in the acceleration of the time of payment or vesting of any such benefits, except as disclosed in Section 4.04 of the Company Disclosure Schedule.

Non-Contravention; Consents. (a) Assuming compliance with the applicable provisions of the DGCL, the HSR Act, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws (if any), and the rules and regulations of the OTCSEC and Nasdaq, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions will not: (ai) cause a violation of any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar other organizational documents) of the Company or any Subsidiary of the CompanyAcquired Corporation; or (bii) cause a violation by any Acquired Corporation of any Legal Requirement (including any applicable Privacy Laws), Company Security Policies, or order applicable to such an Acquired Corporation, or to which such an Acquired Corporation or any of its assets are is subject; (iii) require any consent or (c) notice under, conflict with, result in breach of, or constitute a default under (or an event which, that with notice or lapse of time or both, both would constitute become a default) under), or cause or permit the give rise to any right of purchase, termination, amendment, cancellation, acceleration or other adverse change of any material right or obligation or the loss of any material benefit to which any an Acquired Corporation is entitled underunder any provision of any Contract, except the rights and obligations under the Convertible Notes Indentures as set forth in Section 3.23(a)(iii) of the Company Disclosure Schedule; or (iv) result in the creation of any Lien an Encumbrance (other than a Permitted LiensEncumbrance) upon on any of the properties property or assets owned of any Acquired Corporation or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to Intellectual Property Rights, alter or impair or will alter or impair, any of the foregoing items Acquired Corporations’ rights in, to and under any Company IP or other Intellectual Property Rights material to the operation of the business of the Acquired Corporations, or the validity, enforceability, use, right to use, ownership, registration, right to register, priority, duration, scope, or effectiveness of any such Intellectual Property Rights or will trigger any additional royalties, license fees, honoraria or other payment obligations of the Acquired Corporations; except, in the case of clauses (bii), (iii) and (c) iv), as would notnot reasonably be expected to have, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming Except as set forth in Part 2.22 of the Company Disclosure Schedule and assuming compliance with the applicable provisions of the DGCLMBCA, any applicable filingthe HSR Act, notification or approval in any jurisdiction required by Antitrust Laws and the Communications Laws, including receipt of the FCC Consent, the rules and regulations of NASDAQ and the OTCreceipt of the Required Company Shareholder Vote, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement will not: (a) cause a violation of any of the provisions of the Certificate Articles of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the CompanyAcquired Corporation; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such any Acquired Corporation, or to which such any Acquired Corporation or any of its assets are is subject; or (c) conflict with, result in breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to except, in the foregoing items case of clauses “(b) )” and “(c) )”, for such conflicts, violations, breaches or defaults as would notnot reasonably be expected to have a material and adverse effect on the business or operations of the Company and its Subsidiaries, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as set forth in Part 2.22 of the Company Disclosure Schedule and as may be required by the Exchange Act (including including, without limitation, the requirement under the Exchange Act for the Company’s stockholders shareholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, Proxy Statement and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactionstransactions contemplated by this Agreement), the DGCLMBCA, the Communications Laws, including receipt of the FCC Consent, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ, none of the OTC, the Company Acquired Corporations is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the TransactionsMerger, except those filings, notifications, approvals, notices or Consents that the failure to make, make or obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCLExchange Act, the NRS, the HSR Act, if applicable, any other applicable filingAntitrust Laws, notification the Required Gaming Approvals or approval in any jurisdiction required by Antitrust Laws the Additional Gaming Approvals, and the rules and regulations of the OTCNYSE, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions (including the treatment of Company Equity Awards pursuant to Section 1.8) will not: (a) conflict with or cause a violation of any of the provisions of the Certificate Articles of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Company; or (b) conflict with or cause a violation by any Acquired Corporation the Company of any Legal Requirement Requirements or order applicable to such Acquired Corporationthe Company, or to which such Acquired Corporation or any of its assets are the Company is subject; or (c) conflict with, result in any violation or breach of, or constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute become a default) under, or cause or permit the give rise to a right of termination, cancellation, cancellation or acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or require a consent or waiver under, any material Contract; or (d) result in the creation of any Lien Encumbrances (other than Permitted LiensEncumbrances) upon any of the properties or assets owned or operated by of the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions ofAcquired Companies under, any Material Contract, except with respect to in the foregoing items case of clauses (b) b),(c), and (cd) for such violations, conflicts, breaches, terminations, cancellations, losses and Encumbrances, defaults, and for any consents or waivers not obtained, in each case, as would notnot reasonably be expected to have, individually or in the aggregate, be material to the Acquired Corporations taken as a wholeMaterial Adverse Effect. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basisAct, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions)NRS, the DGCLHSR Act, and any filingother applicable Antitrust Laws, notification the Required Gaming Approvals or approval in any jurisdiction required by Antitrust Laws the Additional Gaming Approvals, and the rules and regulations of the OTCNYSE, the Company is not required to give notice to, make any filing with, or obtain any Consent from any Person Governmental Body at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the TransactionsMerger, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are notreceive would not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with the applicable provisions (a) Except as set forth on Section 3.4 of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCSSMP Disclosure Schedule, the execution and delivery of this Agreement by the Company SSMP and Merger Sub does not, and the consummation by the Company SSMP and Merger Sub of the Contemplated Transactions will not: , (a) cause a violation of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Company; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are subject; or (ci) conflict with, or result in any violation or breach of, any provision of the SSMP Charter or SSMP Bylaws or of the charter, bylaws, or other organizational document of Merger Sub, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or an event which, with notice or lapse give rise to a right of time or both, would constitute a default) under, or cause or permit the termination, cancellation, cancellation or acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled 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 creation imposition of any Lien (other than Permitted Liens) upon Encumbrances on SSMP’s or Merger Sub’s assets under, any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions ofof any material contract, agreement, instrument or obligation to which SSMP or Merger Sub is a party or by which any Material Contractof them or any of their properties or assets may be bound, or (iii) subject to obtaining SSMP Stockholder Approval and subject to the consents, approvals and authorizations specified in 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 to SSMP or Merger Sub or any of its or their properties or assets, except with respect to in the foregoing items case of clauses (bii) and (ciii) as of this Section 3.4(a) for any such conflicts, violations, breaches, rights of termination, Encumbrances, penalties, defaults, terminations, cancellations, accelerations or losses that would notnot reasonably be expected to result in material liability to SSMP and Merger Sub, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as may be required by , or otherwise materially interfere with the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation conduct of the Company’s named executive officers businesses of SSMP and Merger Sub in substantially the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effectmanner currently conducted.

Non-Contravention; Consents. Assuming Except as set forth in Part 3.22 of the Company Disclosure Schedule and assuming compliance with the applicable provisions of the DGCL, any applicable filingthe HSR Act, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ and, in the OTCcase of the Merger, if required by applicable Legal Requirements, the receipt of the Required Company Stockholder Vote, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement will not: (a) cause a violation of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the CompanyAcquired Corporation; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such any Acquired Corporation, or to which such any Acquired Corporation or any of its assets are is subject; or (c) conflict with, result in breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as set forth in Part 3.22 of the Company Disclosure Schedule and as may be required by the Exchange Act (including including, without limitation, the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, the Proxy Statement, any information statement required in connection with the Offer under Rule 14f-1 under the Exchange Act (together with any amendments or supplements thereto, the “Information Statement”) and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactionstransactions contemplated by this Agreement), the DGCL, the HSR Act and any filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ, none of the OTC, the Company Acquired Corporations is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the TransactionsMerger, except those filings, notifications, approvals, notices or Consents that the failure to make, make or obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the (a) The execution and delivery of this Agreement by the Company Castle does not, and the consummation by the Company Castle of the Contemplated Transactions will not: , (a) cause a violation of any of the provisions of the Certificate of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Company; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are subject; or (ci) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or bylaws of Castle or of the charter, bylaws, or other organizational document of any Subsidiary of Castle, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or an event which, with notice or lapse give rise to a right of time or both, would constitute a default) under, or cause or permit the termination, cancellation, cancellation or acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a material penalty under or result in the creation imposition of any Lien (other than Permitted Liens) upon Liens on Castle’s or any of the properties or its Subsidiaries’ assets owned or operated by the Company or under, any Company Subsidiaries pursuant to of the terms, conditions or provisions ofof any Contract to which Castle or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to obtaining Castle Stockholder Approval and subject to the consents, approvals and authorizations specified in clauses (i) through (v) of Section 3.21(b) having been obtained prior to the Effective Time and all filings and notifications described in Section 3.21(b) having been made, conflict with or violate any Material ContractLegal Requirement applicable to Castle or any of its Subsidiaries or any of its or their properties or assets, except with respect to in the foregoing items case of clauses (bii) and (ciii) as of this Section 3.21(a) for any such conflicts, violations, breaches, rights of termination, Liens, penalties, defaults, terminations, cancellations, accelerations or losses that have not had, and would notnot reasonably be expected to result in, individually a Castle Material Adverse Effect. Part 3.21(a) of the Castle Disclosure Schedule lists all consents, waivers and approvals under any Castle license or in the aggregate, be material Contract to the Acquired Corporations taken as which Castle or any of its Subsidiaries is a whole. Except as party or by which any of them or any of their properties or assets may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not bound required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing be obtained in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Contemplated Transactions, except those filingsthe absence of which has not had, notificationsand would not reasonably be expected to result in, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Castle Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with Except in the applicable provisions case of clauses (b) and (c), for violations and defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and as set forth on Part 3.18 of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCCompany Disclosure Schedule, the execution and delivery of this Agreement by the Company Parties and the consummation by the Company Parties of the Transactions will not: (a) cause a violation of any of the provisions of the Certificate Organizational Documents of Incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Acquired Company; or (b) cause a violation by the Acquired Companies of any Law applicable to the business of any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are subjectCompany; or (c) require any consent, notice or approval under, violate, conflict with, result in any breach of, or constitute a default under (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under), or result in termination or give to others any right of termination, vesting, amendment, acceleration, notification, cancellation, purchase or sale under or result in the triggering of any payment or creation of any a Lien (other than a Company Permitted LiensLien) upon any of the respective properties or assets owned (including rights) of any Acquired Company, pursuant to, any Contract to which any Acquired Company is a party (or operated by the Company which any of their respective properties or assets (including rights) are bound) or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a wholePermit. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basisAct, the Merger-related compensation MRL, the MD LLC Act, the DRULPA, the listing requirements of the Company’s named executive officers NYSE, and the filing such filings with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required to be made by the Company in connection with this Agreement and the TransactionsMergers, including (i) a joint proxy statement in preliminary and definitive form relating to the Company Shareholders Meeting and the Parent Shareholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (ii) a registration statement on Form S-4 pursuant to which the issuance of Parent Common Shares in the Company Merger and the issuance of Parent Series E Preferred Shares and Parent Series F Preferred Shares will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations none of the OTC, the Company Parties is not required to give notice to, make any filing with, with or to obtain any Consent consent from any Person at any time or prior to the Closing Company Merger Effective Time in connection with the execution and delivery of this Agreement, Agreement by the Company Parties or the consummation by the Company Parties of the Transactions, except those filings, notifications, approvals, notices or Consents that where the failure to make, make any such filing or obtain or receive, as applicable, are not, individually or in the aggregate, any such consent would not reasonably likely be expected to have a Company Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, any the HSR Act, applicable filing, notification or approval in any jurisdiction required by foreign Antitrust Laws and the rules and regulations of the OTCNASDAQ, the execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Transactions will not: (a) cause contravene, conflict with or result in a breach or violation of of, or default under, any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar organizational documents) of the Company or the comparable governing instruments of any Subsidiary of the Companyother Acquired Corporations; or (b) cause a violation by require any Acquired Corporation of any Legal Requirement consent or order applicable to such Acquired Corporationapproval under, or to which such Acquired Corporation or any of its assets are subject; or (c) conflict with, result in breach of, or constitute a change of control or default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause result in a breach or permit the violation of, a termination (or right of termination), cancellationvesting, amendment, acceleration, cancellation or default under, acceleration or other change creation of any material right obligations or obligation or the loss of rights pursuant to, any material benefit to which any Acquired Corporation is entitled underMaterial Contract, or result in the creation or imposition of any Lien (other than Permitted Liens) upon Encumbrance on any of the properties or assets owned of any Acquired Corporation; or operated by the Company (c) contravene, conflict with or result in a material breach or violation of any Company Subsidiaries pursuant Legal Requirement applicable to the terms, conditions or provisions of, any Material ContractAcquired Corporation, except with respect to the foregoing items matters in clauses (b) and or (c) as which would not, individually or in the aggregate, reasonably be material expected to the Acquired Corporations taken as have a wholeMaterial Adverse Effect. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions)Takeover Laws, the DGCL, and any filingthe HSR Act, notification or approval in any jurisdiction required by applicable foreign Antitrust Laws and the rules and regulations of the OTCNASDAQ, neither the Company nor any of its Affiliates is not required to give notice to, deliver any report to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution execution, delivery and delivery performance of this Agreement, or the consummation by the Company of the Offer, the Merger and the other Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, make or obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely expected to have a Material Adverse Effect.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the (a) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the Contemplated Transactions will not: , (ai) cause a conflict with, or result in any violation of or breach of, any provision of the provisions memorandum and articles of the Certificate of Incorporation association, charter, bylaws or bylaws (or similar other organizational documents) document of the Company or any Subsidiary of the Company; or , (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are subject; or (cii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or an event which, with notice or lapse give rise to a right of time or both, would constitute a default) under, or cause or permit the termination, cancellation, cancellation or acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a material penalty under or result in the creation imposition of any Lien (other than Permitted Liens) upon Encumbrance on the Company’s or any of the properties or its Subsidiaries’ assets owned or operated by the Company or under, any Company Subsidiaries pursuant to of the terms, conditions or provisions ofof any Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to obtaining the Company Shareholder 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 Material ContractLegal Requirement applicable to the Company or any of its Subsidiaries or any of its or their properties or assets, except with respect to in the foregoing items case of clauses (bii) and (ciii) as of this Section 2.20(a) for any such conflicts, violations, breaches, rights of termination, Encumbrances, penalties, defaults, terminations, cancellations, accelerations or losses that have not had, and would notnot reasonably be expected to result in, individually a Company Material Adverse Effect. Part 2.20(a) of the Company Disclosure Schedule lists all consents, waivers and approvals under any Company license or in Contract to which the aggregate, be material to the Acquired Corporations taken as Company or any of its Subsidiaries is a whole. Except as party or by which any of them or any of their properties or assets may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not bound required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing be obtained in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Contemplated Transactions, except those filingsand the absence of such consents, notificationswaivers and approvals has not had, approvalsand would not reasonably be expected to result in, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.

Non-Contravention; Consents. Assuming Except as set forth in Part 2.22 of the Company Disclosure Schedule and assuming compliance with the applicable provisions of the DGCLTBOC, any applicable antitrust filing, notification or approval in any jurisdiction required by Antitrust Laws and other relevant jurisdiction, the rules and regulations of NASDAQ and the OTCreceipt of the Required Company Shareholder Vote, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated by this Agreement will not: (a) cause a violation of any of the provisions of the Certificate certificate of Incorporation formation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the CompanyAcquired Corporation; or (b) cause a violation by any Acquired Corporation of any Legal Requirement or order applicable to such any Acquired Corporation, or to which such any Acquired Corporation or any of its assets are is subject; or (c) conflict with, result in breach of, or constitute a default (under or an event which, with notice give rise to a right of acceleration or lapse of time or both, would constitute a default) termination under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company Material Contract or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a wholeLease. Except as set forth in Part 2.22 of the Company Disclosure Schedule and as may be required by the Exchange Act (including without limitation the requirement under the Exchange Act for the Company’s stockholders shareholders to approve or disapprove, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactionsofficers), the DGCLTBOC, the HSR Act and any antitrust filing, notification or approval in any other relevant jurisdiction required by Antitrust Laws and the rules and regulations of NASDAQ, none of the OTC, the Company Acquired Corporations is not required to give notice to, make any filing with, or obtain any Consent from any Person (including, without limitation, any party to a Material Contract) at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse EffectMerger.

Non-Contravention; Consents. Assuming compliance with With respect to clauses (b) and (c) only, except for violations and defaults that would not reasonably be expected to be material to the applicable provisions of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCCompany, the execution and delivery of this Agreement by the Company and the consummation by the Company of the Contemplated Transactions will notnot cause a: (a) cause a violation of any of the provisions of the Certificate Company Organizational Documents or the Organizational Documents of Incorporation or bylaws each of the Subsidiaries of the Company; (or similar organizational documentsb) of violation by the Company or any Subsidiary of the Company; or (b) cause a violation by any Acquired Corporation its Subsidiaries of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation or any of its assets are subjectLaw; or (c) conflict with, result in breach of, or constitute a default (or an event whichthat, with or without notice or lapse of time or both, both would constitute a default) on the part of the Company or any of its Subsidiaries under, result in a material modification or termination under, or cause or permit the give to others any rights of termination, cancellationmodification, acceleration acceleration, reacquisition, transfer or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled undercancellation of, or result in the creation of any a Lien (other than Permitted Liens) upon on, any of the properties or assets owned or operated by of the Company or its Subsidiaries (other than a Company Permitted Lien) pursuant to, any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items (b) and (c) as would not, individually or in the aggregate, be material to the Acquired Corporations taken as a whole. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve CICA or disapprovegovernmental regulation, on an advisory basis, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, neither the Company is not nor its Subsidiaries are required to give notice to, make any filing with, or obtain any Consent from any Person Governmental Body or party to a Company Material Contract at any time prior to the Closing in connection with the execution and delivery of this Agreement, Agreement or the consummation by the Company of the Merger. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or the Contemplated Transactions, except those filings, notifications, approvals, notices . No “fair price,” “moratorium,” “control share acquisition” or Consents that the failure to make, obtain other similar anti-takeover statute or receive, as applicable, are not, individually regulation or any anti-takeover provision in the aggregateCompany Organizational Documents or the Organizational Documents of each of the Subsidiaries of the Company, reasonably likely or pursuant to have a Material Adverse Effectany Law to which the Company or its Subsidiaries are subject, is, or at the First Effective Time will be, applicable to this Agreement, the Merger or the Contemplated Transactions.

Non-Contravention; Consents. Assuming compliance with the applicable provisions Except as listed on Part 2.22 of the DGCL, any applicable filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTCDisclosure Schedule, the execution and delivery of this Agreement and the performance of its obligations hereunder by the Company and the consummation by the Company of the Transactions Merger will not: (a) cause a violation of any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar organizational documents) of the Company or any Subsidiary of the Companyits Subsidiaries; or (b) cause a violation by the Company or any Acquired Corporation of its Subsidiaries of any Legal Requirement or order applicable to such Acquired Corporation, or to which such Acquired Corporation the business of the Company or any of its assets are subjectSubsidiaries; (c) constitute a breach or violation of, cause a default on the part of the Company or any of its Subsidiaries under, result in the termination or expiration of, result in a material alteration of the terms of or result in a loss of rights or options under any Material Contract; or (cd) conflict with, result in breach of, any entitlement to or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right to any payment or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated vesting owed by the Company or any Company of its Subsidiaries pursuant to the terms, conditions or provisions of, under any Material Contract; except, except in the case of clauses “(b)”, “(c)” and “(d)” of this sentence, as would not in the aggregate reasonably be expected to result in (i) a material liability to the Company or its Subsidiaries, (ii) any damages or other relief that would reasonably be expected to be material to Parent or the Company or its Subsidiaries or (iii) a prohibition or limitation in any material respect on Parent’s ability to vote, transfer, receive dividends with respect to or otherwise exercise ownership rights with respect to any of the foregoing items (b) and (c) as would not, individually or in stock of the aggregate, be material to the Acquired Corporations taken as a wholeSurviving Corporation. Except as may be required by the Exchange Act (including the requirement under the Exchange Act for the Company’s stockholders to approve or disapprove, on an advisory basisAct, the Merger-related compensation of the Company’s named executive officers and the filing with the SEC of the Schedule 14D-9DGCL or applicable antitrust or competition laws, and such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCL, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, neither the Company nor any of its Subsidiaries is not required to give notice to, make any filing with, with or to obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, Agreement by the Company or the consummation by the Company of the Transactions, except those filings, notifications, approvals, notices or Consents that the failure to make, obtain or receive, as applicable, are not, individually or in the aggregate, reasonably likely to have a Material Adverse EffectMerger.

Non-Contravention; Consents. Assuming compliance with the applicable provisions of the DGCL, the HSR Act, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws and the rules and regulations of the OTCLaws, the execution and delivery of this Agreement and the CVR Agreement by the Company Parent and Merger Sub, and the consummation by the Company of the Transactions Transactions, will not: (a) cause a violation of any of the provisions of the Certificate certificate of Incorporation incorporation or bylaws (or similar other organizational documents) documents of the Company Parent or any Subsidiary of the CompanyMerger Sub; or (b) cause a violation by any Acquired Corporation Parent or Merger Sub of any Legal Requirement or order applicable to such Acquired CorporationParent or Merger Sub, or to which such Acquired Corporation or any of its assets they are subject; or (c) conflict with, result in a breach of, or constitute a default (on the part of Parent or an event whichMerger Sub under any Contract, with notice or lapse of time or bothexcept, would constitute a default) under, or cause or permit the termination, cancellation, acceleration or other change of any material right or obligation or the loss of any material benefit to which any Acquired Corporation is entitled under, or result in the creation case of any Lien (other than Permitted Liens) upon any of the properties or assets owned or operated by the Company or any Company Subsidiaries pursuant to the terms, conditions or provisions of, any Material Contract, except with respect to the foregoing items clauses (b) and (c) ), for such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses or Encumbrances as would notnot reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor Merger Sub, individually nor any of Parent’s other Affiliates, is required to make any filing with or in the aggregategive any notice to, be material or to obtain any Consent from, any Person at or prior to the Acquired Corporations taken as a whole. Except as may be required Closing in connection with the execution and delivery of this Agreement and the CVR Agreement by Parent or Merger Sub or the Exchange Act consummation by Parent or Merger Sub of the Offer, the Merger or the other Transactions, except for (including i) the requirement pre-merger notification requirements under the Exchange Act for HSR Act, and any other applicable Antitrust Laws, (ii) the Company’s stockholders to approve or disapprove, on an advisory basis, the Merger-related compensation filing of the Company’s named executive officers and Certificate of Merger with the Secretary of State, (iii) the filing of the Offer Documents with the SEC in accordance with the Exchange Act, (iv) the filing of the Schedule 14D-9such reports, and such reports schedules or materials under the Exchange Act as may be required in connection with this Agreement and the Transactions), the DGCLtransactions contemplated hereby, and any filing, notification or approval in any jurisdiction required by Antitrust Laws and the rules and regulations of the OTC, the Company is not required to give notice to, make any filing with, or obtain any Consent from any Person at any time prior to the Closing in connection with the execution and delivery of this Agreement, or the consummation by the Company of the Transactions, except those filings, notifications(v) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained, made or Consents that the failure to makegiven, obtain or receive, as applicable, are notwould not reasonably, individually or in the aggregate, reasonably likely be expected to have a Parent Material Adverse Effect. No vote of Parent’s stockholders is necessary to approve this Agreement, the CVR Agreement or any of the Transactions.