Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution, delivery, and performance of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, do not and shall not: (i) contravene or conflict with, or result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Acquisition Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Acquisition Sub of the transactions contemplated by this Agreement, hereby do not and shall not: will not (i) contravene or assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents organizational documents of Parent, Merger Parent and Acquisition Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of authorizations, consents and approvals referred to in Section 4.02(c) have been obtained or made5.03 are obtained, contravene, conflict with or violate result in a violation or breach of any Law applicable to Parentor Order, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, result in Parent’s under or of, or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of a Lien (any Lien, other than any Permitted Liens) Lien, on any of the properties or assets asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), ) and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, which have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. (a) The execution, delivery, delivery and performance by Buyer of this Agreement by Parentand each of the Ancillary Agreements, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub Buyer of the transactions contemplated by this Agreementhereunder and thereunder, do not and shall will not: , with or without the giving of notice, the lapse of time or both, (i) contravene conflict with or violate any provision of the certificate of incorporation or the bylaws of Buyer, (ii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings (A) referred to in Section 5.4, conflict with, or result in any violation or the breach of, the Charter Documents of Parent, Merger Subor constitute a default under, or Second Merger Sub; (ii) assuming that all result in the termination, Encumbrance, vesting, cancellation, modification or acceleration of the Consents contemplated by clauses (i) through (iv) any right or obligation of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub Buyer or any of their respective properties its Controlled Affiliates under, or assets; result in a loss of any benefit to which Buyer or any of its Controlled Affiliates is entitled under, any Contract or other agreement or instrument, or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (A) referred to in Section 5.4 or (B) required to be received or made by any of the Transferred Entities or by Seller, violate or result in any a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s under any Law to which Buyer or any of its Subsidiaries’ loss Controlled Affiliates is subject or under any Permit of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent Buyer or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (Controlled Affiliates, other than Permitted Liens) on any of the properties or assets of Parent or any of its Subsidiaries, exceptthan, in the case of each of clauses (ii), ) and (iii), and (iv)any conflict, for any conflictsbreach, violationsdefault, breachestermination, defaultsEncumbrance, vesting, cancellation, modification, acceleration or loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to impair or delay materially the ability of Buyer to perform its obligations hereunder or thereunder or subject Buyer or any of its Affiliates to criminal or any other adverse action by any Government Entity that is significant to Buyer and its Affiliates, taken as a material adverse effect on Parent’swhole. (b) As of the date of this Agreement, Merger Sub’sno Majority Stockholder or Affiliate thereof is subject to any Law, and Second Merger Sub’s ability regulatory actions or administrative action that would, individually or in the aggregate, reasonably be expected to consummate prevent or materially delay the consummation of the transactions contemplated by this Agreementhereby.

Non-Contravention. The execution, delivery, delivery and performance by the Company of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated hereby by this Agreement, the Company do not and shall not: will not (i) contravene or assuming the authorizations, consents and approvals referred to in Section 4.03, contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of the Company, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of authorizations, consents and approvals referred to in Section 4.02(c) have been obtained or made4.03 are obtained, contravene, conflict with or violate result in a violation or breach of any provision of any Law applicable to Parentor Order, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, result in Parent’s under or of, or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent the Company or any of its Subsidiaries is a party entitled under, any provision of any agreement or otherwise bound as other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Company and its Subsidiaries or (iv) result in the creation or imposition of a Lien (any Lien, other than any Permitted Liens) Lien, on any asset of the properties or assets of Parent Company or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), ) and (iv), for any conflictswhich have not had, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Non-Contravention. The Assuming compliance with the matters referred to in Section 4.03, the execution, delivery, delivery and performance by each of Parent and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, each of Parent and Second Merger Sub of the transactions contemplated by this Agreement, hereby do not and shall will not: (i) assuming receipt of the approval of the shareholders of the Parent referred to in Section 4.02, contravene or conflict with, with the certificate of incorporation or result in any violation or breach of, the Charter Documents by-laws of Parent, Merger Sub, or Second each of Parent and Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained contravene or made, conflict with or violate constitute a violation of any Law provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent, Merger Sub, or Second Merger Sub or any Subsidiary of their respective properties or assetsParent that would be a significant subsidiary within the meaning of Regulation S-X under the Exchange Act (a "Significant Subsidiary of Parent"); (iii) assuming receipt of the approval of the shareholders of the Parent referred to in Section 4.02, result in any a breach or violation of or constitute a default (or an event that with the giving of notice or the lapse of time or both would become constitute a default) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, under or give rise to any third party any rights a right of termination, amendment, accelerationcancellation or acceleration of any right or obligation of Parent, Merger Sub or cancellationany Significant Subsidiary of Parent or to a loss of any material benefit to which Parent, Merger Sub or any Significant Subsidiary of Parent is entitled or require any Consent underconsent, approval or authorization under any Contract to which provision of any material agreement, contract or other instrument binding upon Parent, Merger Sub or any Significant Subsidiary of Parent or any of its Subsidiaries is a party their respective assets (including any material license, franchise, permit or otherwise bound as other similar authorization held by Parent, Merger Sub or any Significant Subsidiary of the date hereofParent); or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any material asset of the properties or assets of Parent Parent, Merger Sub or any Significant Subsidiary of its SubsidiariesParent, except, except for such Violations that in the case of each of clauses (ii), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, aggregate would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by each of Parent and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, Transactions to which it is a party do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the Parent Organizational Documents, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all compliance with the matters referred to in Section ‎5.03 and receipt of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madeCompany Stockholder Approval, contravene, conflict with or violate result in any Law applicable to Parentviolation or breach of any provision of any Applicable Law, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming compliance with the matters referred to in Section ‎5.03 and receipt of the Company Stockholder Approval, require any breach of Consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) default under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional give rise to a payment obligation or other liability under, or alter cause or permit the rights termination, cancellation, acceleration or obligations other change of any third party under, right or give to obligation or the loss of any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract benefit to which Parent or any of its Subsidiaries is a party entitled under, any provision of any Contract binding upon Parent or otherwise bound as any of its Subsidiaries, any governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the date hereof; of Parent or any of its Subsidiaries or any of its or their respective assets or businesses or any Parent Permit, or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (ii), (iii), and ) through (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Parent, HoldCo and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, HoldCo and Second Merger Sub of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all any provision of the Consents contemplated by clauses articles of association, organizational resolutions and memorandum and articles of association (i) through (ivor similar organizational documents) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s Parent or any of its Subsidiaries’ , (b) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any Applicable Law with respect to Parent or any of its Subsidiaries, (c) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, (with or without the giving of notice) constitute a default under, or cause or permit (with or without the giving of notice) the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of the date hereof; its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (iib) through (d), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, execution and performance delivery of this Agreement by Parent, Merger Sub, each of ITC and Second Merger Sub and of the Separation Agreement by ITC, does not, and the consummation of the Transactions by Parent, Merger Sub, ITC and Second Merger Sub will not (with or without notice or lapse of time or both), subject to obtaining the transactions contemplated by this AgreementITC Shareholder Approval and the ITC Regulatory Approvals, do not and shall not: (i) contravene violate or conflict with any provision of the Organizational Documents of ITC or any of its Subsidiaries, (ii) violate or conflict with any Laws or Orders applicable to ITC or its Subsidiaries or any of their respective Assets, rights or properties or (iii) violate, conflict with, or result in a breach of any violation or breach provision of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or trigger any obligation to repurchase, redeem or otherwise retire indebtedness under, or result in Parent’s the termination of, loss of a benefit under, or accelerate the performance required by, or result in a right of termination, cancellation, guaranteed payment or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Security Interest upon any of the material property or Assets of ITC or any of its Subsidiaries’ loss Subsidiaries pursuant to any provisions of any benefit Permit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent ITC or any of its Subsidiaries is now a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent by which they or any of its Subsidiariestheir Assets, rights or properties may be bound or have any rights under, or trigger any buy-sell or similar agreements, except, in the case of each of clauses (ii), ) and (iii), and (iv), ) above for any conflictsbreach, violationsviolation, breachestermination, defaultsloss, loss of benefitsdefault, additional payments acceleration, change, conflict or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, Security Interest that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreementan ITC MAE.

Non-Contravention. The execution, delivery, delivery and performance by each of Parent and the Merger Subs of this Agreement, the consummation by each of Parent or the Merger Subs of the Transactions and the compliance by each of Parent or the Merger Subs with any of the provisions of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, do does not and shall not: will not (ia) contravene or contravene, conflict with, with or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of Parent or the Merger Subs, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (iib) assuming that all of the Consents contemplated by clauses (i) through (iv) of Governmental Permits referred to in Section 4.02(c) 5.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such Governmental Permit has been satisfied or waived, contravene, conflict with or violate result in a violation or breach of any Applicable Law applicable or (c) assuming compliance with the matters referred to Parentin Section 5.03, Merger Subrequire any consent by any Person under, constitute a default, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on entitled under any of the properties or assets of Parent or any of its SubsidiariesContract, except, except in the case of each of clauses (ii), (iii), b) and (iv)c) above, for any conflictssuch violation, violationsbreach, breachesdefault, defaultsright, termination, amendment, acceleration, cancellation or loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, that would not reasonably be expected to havenot, individually or in the aggregate, a material adverse effect on Parent’s, materially impair or delay the ability of Parent or the Merger Sub’s, and Second Merger Sub’s ability Subs to consummate the transactions contemplated by this AgreementTransactions.

Non-Contravention. The execution, delivery, delivery and performance by the Company of this Agreement by Parentdo not, Merger Sub, and Second Merger Sub and the consummation of the transactions to which it is a party contemplated hereby will not, (a) violate or conflict with or result in any breach of any provision of the Constituent Documents of the Company or any of its Subsidiaries, (b) assuming receipt of the Requisite Stockholder Vote and compliance with the matters referred to in Section 3.3 and Section 4.3 (and assuming the accuracy and completeness of Section 4.3(e)), violate or conflict with any provision of any applicable Law, Order or Company Permit, (c) violate or conflict with or result in any breach or constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled, or require consent by Parentany Person under, Merger Subany loan or credit agreement, note, mortgage, indenture, lease, Company Benefit Plan, or other agreement, obligation or instrument to which the Company or any Subsidiary of the Company is a party, or by which they or any of their respective properties or assets may be bound or affected and Second Merger Sub the performance of which involves, alone or together with a series of other related loans, credit agreements, notes, mortgages, indentures, leases, Company Benefit Plans, agreements, obligations or instruments, annual consideration in excess of $250,000 or (d) subject to the receipt of the Parent Insurance Approvals (and assuming the accuracy and completeness of Section 4.3(e)), result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, except in the case of clause (b), (c) or (d), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement, do not and shall not: (i) contravene or conflict with, or result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by Parent, Acquirer, Merger Sub and Merger Sub II of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger SubAcquirer, and Second Merger Sub and Merger Sub II of the transactions contemplated by this Agreement, Agreement do not and shall not: will not (i) contravene with or conflict withwithout notice or lapse of time, or both) (a) result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all any provision of the Consents contemplated by clauses certificate of incorporation or by-laws (i) through (ivor similar governing documents) of Section 4.02(c) have been obtained Parent or made, conflict with Acquirer or violate any Law applicable to Parent, Merger Sub, the certificate of incorporation or Second by-laws of Merger Sub or Merger Sub II, (b) assuming compliance with the matters referred to in Section 5.03, result in a violation or breach of any provision of their respective properties any Applicable Law or assets; Order, or (iiic) require any consent or approval under, violate, result in any breach of or constitute a default under (or an event that that, with notice or lapse of time or both both, would become a default) under), result in Parent’s the cancellation, adverse amendment, right of payment, termination or acceleration of any of its Subsidiaries’ right or obligation or the loss of any benefit to which Parent or the imposition one of any additional payment or other liability its Subsidiaries is entitled under, or alter the rights or obligations of any third party under, result in termination or give to others any third party any rights right of termination, amendment, acceleration, or cancellation, or require any Consent undertermination of, any Contract to which Parent Parent, Acquirer, Merger Sub, Merger Sub II or any other Subsidiary of its Subsidiaries Parent is a party party, or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on by which any of the their respective properties or assets of Parent or any of its Subsidiariesare bound, exceptwith such exceptions, in the case of each of clauses (ii), (iii), b) and (iv)c) above, for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Ramius and Merger Subsidiary of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all any provision of the Consents contemplated by clauses certificate of formation or limited liability company agreement of Merger Subsidiary, (ib) through (iv) of Section 4.02(c) have been obtained or madecontravene, conflict with or violate any Law applicable to Parentwith, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any violation or breach of any provision of the certificate of formation or limited liability company agreement of Ramius, (c) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with, or result in any violation or breach of any provision of applicable Law or any judgment, injunction, order or decree of any Governmental Authority with competent jurisdiction, (d) require any consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit to which Ramius or the imposition Merger Subsidiary is entitled under any provision of any additional payment agreement or other liability underinstrument binding upon Ramius or Merger Subsidiary, or alter the rights any license, franchise, permit, certificate, approval or obligations of any third party underother similar authorization affecting, or give to relating in any third party any rights way to, the assets or business of termination, amendment, acceleration, Ramius or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; Merger Subsidiary or (ive) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties Ramius or assets of Parent or any of its Subsidiaries, Merger Subsidiary except, in the case of each of clauses (ii), b) through (iii), and (ive), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, such matters as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementRamius Material Adverse Effect.

Non-Contravention. The Except as set forth in Section 4.04 of the Parent Disclosure Schedule, the execution, delivery, delivery and performance by Parent and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, hereby do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents articles of Parent, incorporation or bylaws of Parent or of the certificate of incorporation or bylaws of Merger Sub, or Second Merger Sub; (ii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made4.03, contravene, conflict with or violate result in a violation or breach of any Law provision of any applicable to Parentlaw, Merger Substatute, ordinance, rule, regulation, judgment, injunction, order or Second Merger Sub or any of their respective properties or assets; decree, (iii) result in require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (ii), (iii), ) and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, ) that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The Assuming compliance with the matters referred to in Section 5.03, receipt of the Parent Stockholder Approval and the sanction of the Scheme of Arrangement by the Court, the execution, delivery, delivery and performance by Parent of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub Parent of the transactions contemplated hereby and thereby and by this Agreement, the Scheme of Arrangement (including the Transaction) do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all any provision of the Consents contemplated by clauses Parent Organizational Documents, (ib) through (iv) of Section 4.02(c) have been obtained or madecontravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any violation or breach of or any provision of any Applicable Law, (c) require any Consent by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) default under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under, any provision of any Contract or otherwise bound as permit binding on Parent or any of the date hereof; its Subsidiaries, or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (iib)-(d), as (iii), i) has not had and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’sParent Material Adverse Effect or (ii) would not reasonably be expected to, Merger Sub’sindividually or in the aggregate, and Second Merger Sub’s prevent, materially delay or materially impair the ability of Parent to perform their obligations under this Agreement or to consummate the transactions contemplated by this AgreementTransaction.

Non-Contravention. The execution, delivery, delivery and performance by each of Parent and Parent Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, each of Parent and Second Parent Merger Sub of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of any of Parent or Parent Merger Sub, (ii) other than with respect to compliance with any applicable requirements of the HSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or result in a violation or breach of any provision of, or give any Governmental Authority or other Person the Charter Documents of Parentright to exercise any remedy or obtain relief under, any Applicable Law or Order to which Parent or Parent Merger Sub, or Second any of the properties or assets owned or used by Parent or Parent Merger Sub; , is subject, (iiiii) assuming that all contravene, conflict with, violate or result in the loss of any benefit to which Parent or Parent Merger Sub is entitled under, or give any Governmental Authority the right to revoke, suspend, cancel, terminate, or modify, any Permit held by Parent or Parent Merger Sub, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Parent or Parent Merger Sub is entitled under, any provision of any material Contract binding upon Parent or Parent Merger Sub or any of the Consents contemplated assets of Parent or Parent Merger Sub, (v) result in the creation or imposition of any Lien on any asset of Parent or Parent Merger Sub, or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (i) through (ivv) of this Section 4.02(c) have been obtained or made6.04, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Subsidiaries, except, only such exceptions in the case of each of clauses (ii), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have(v) and (vi) as, individually or in the aggregate, do not and are not reasonably likely to impair or delay, in any material respect, the ability of any of Parent or Parent Merger Sub to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability party or to consummate the transactions contemplated by this AgreementTransactions.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the articles or certificate of incorporation, the Charter Documents of Parent, Merger Subrespectively, or Second bylaws of Parent or Merger Sub; Subsidiary, (ii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate result in a violation or breach of any Law applicable to Parentprovision of any Applicable Law, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming compliance with the matters referred to in Section 5.03, require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of a Lien (any Lien, other than any Permitted Liens) Lien, on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (ii), (iii), and ) through (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, such as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The executionSubject to the receipt of the Parent Stockholder Approval, deliverythe filing of the Certificates of Merger, Certificate of Conversion and performance the filings pursuant to the HSR Act and as set forth on Section 5.7(a) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by Parent, Merger Sub, and Second Merger Sub and nor the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, do not and shall not: (i) contravene or conflict with, or result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which hereby Parent or any of its Subsidiaries is a party will: (a) conflict with or otherwise bound as result in any breach of any material provision of the date hereofOrganizational Documents of Parent or any of its Subsidiaries; (b) require any material filing with, or the obtaining of any material consent or approval of, any Governmental Entity; (ivc) result in a material violation of or a material default (or give rise to any right of termination, cancellation, or acceleration of material rights) under, any of the terms, conditions or provisions of any Parent Material Contract or Parent Material Lease (in each case, whether with or without the giving of notice, the passage of time or both); (d) result in the creation of a any Lien (other than Permitted Liens) on upon any of the properties or assets of Parent or any of its Subsidiaries; or (e) violate in any material respect any Law, exceptOrder, in or Lien applicable to Parent or any of its Subsidiaries, excluding from the case of each of foregoing clauses (iib), (iiic), (d) and (ive), for any conflictssuch requirements, violations, breaches, defaults, loss of benefits, additional payments violations or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, defaults that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The Except as set forth on Section 4.04 of the Company Disclosure Letter, the execution, delivery, delivery and performance by the Company of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated Merger by this Agreement, the Company do not and shall will not: , assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of the Company, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madecontravene, conflict with or violate result in a violation or breach of any provision of (A) any Law applicable to Parentor (B) any order, Merger Subwrit, decree, consent decree, judgment, award, injunction, settlement or Second Merger Sub stipulation issued, promulgated, made, rendered or entered into by or with any Governmental Authority (in each case, whether temporary, preliminary or permanent) (any of their respective properties or assets; the foregoing described by clause (B), an “Order”), (iii) result in require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, result in Parent’s under or any of its Subsidiaries’ loss of, or cause or permit the termination, cancellation or acceleration of any benefit right or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent obligation under, any Contract to which Parent provision of any agreement, arrangement, contract, understanding, instrument, note, bond, mortgage, indenture, deed of trust, lease, license or other commitment, whether written or oral (a “Contract”) binding upon the Company or any of its Subsidiaries is a party or otherwise bound as any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Company and its Subsidiaries or (iv) result in the creation or imposition of a Lien (any Lien, other than any Permitted Liens) Lien, on any asset of the properties or assets of Parent Company or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), ) and (iv), for any conflictswhich have not had, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by each of Parent and Merger Sub of this Agreement by Parentand any Ancillary Agreements to which such Person is or is specified to be a party, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this AgreementTransactions to which it is a party, do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the Parent Organizational Documents, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all compliance with the matters referred to in ‎Section 5.03 and receipt of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madeParent Stockholder Approval, contravene, conflict with or violate result in any Law applicable to Parentviolation or breach of any provision of any Applicable Law, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming compliance with the matters referred to in ‎Section 5.03 and receipt of the Parent Stockholder Approval, require any breach of Consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under, any provision of any Contract binding upon Parent or otherwise bound as any of its Subsidiaries or any governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the date hereof; of Parent or any of its Subsidiaries or any of its or their respective assets or businesses, or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptwith such exceptions, in the case of each of clauses (ii), (iii), and ) through (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by ParentAgreement, Merger Subas applicable, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of Parent or Merger Subsidiary, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization by which any asset of Parent or any of its Subsidiaries is bound as of the date hereof; or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (iib) through (d), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (with or without notice or lapse of time or both) (i) contravene or contravene, conflict with, with or result in any violation or breach of, of any provision of the Charter Documents articles of Parent, organization or bylaws (or similar governing documents) of Parent or the articles of organization and bylaws of Merger Sub, or Second Merger Sub; (ii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate result in a violation or breach of any provision of any Applicable Law applicable or Order or (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under constitute a change of control or default under, result in termination or cancellation or give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract to which Parent, Merger SubSub or any other Subsidiary of Parent is a party, or Second Merger Sub by which they or any of their respective properties or assets; (iii) result assets may be bound or affected or any Permits affecting, or relating in any breach way to, the property, assets or business of or constitute a default (or an event that with notice or lapse of time or both would become a default) underParent, result in Parent’s Merger Sub or any other Subsidiary of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any rights, property or asset of the properties or assets of Parent Parent, Merger Sub or any other Subsidiary of its SubsidiariesParent, exceptwith such exceptions, in the case of each of clauses (ii), (iii), and ) through (iv)) above, for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The Except as set forth on ‎Section 4.04 of the Company Disclosure Letter, the execution, delivery, delivery and performance by the Company of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub the Company of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (ia) contravene or contravene, conflict with, with or result in any violation or breach of, of any provision of the Charter Governing Documents of Parentthe Company or any of its Subsidiaries, Merger Sub(b) that the consents, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) approvals, authorizations and filings referred to in ‎‎Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and, subject to obtaining the Required Company Stockholder Approval, contravene, conflict with or violate result in a violation or breach of any Law applicable to Parent, Merger SubApplicable Law, or Second Merger Sub (c) assuming that the consents, approvals, authorizations and filings referred to in ‎‎Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Stockholder Approval, require any consent by or any of their respective properties or assets; (iii) result in notice to any breach of or Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries’ loss Subsidiaries is entitled under any Company Material Contract, except in the case of clauses (b) and (c) above, any benefit or the imposition of any additional payment or other liability undersuch violation, or alter the rights or obligations of any third party underbreach, or give to any third party any rights of default, right, termination, amendment, acceleration, or cancellation, loss, consent or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, notice that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementCompany Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Buyer and Acquisition Subsidiary of this Agreement by Parent, Merger Sub, and Second Merger Sub the Ancillary Agreements and the consummation by Parent, Merger Sub, Buyer and Second Merger Sub Acquisition Subsidiary of the transactions contemplated by this Agreement, hereby and thereby do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of Buyer or Acquisition Subsidiary, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made4.03, contravene, conflict with or violate result in a violation or breach of any Law applicable to Parentprovision of any law, Merger Subrule, regulation, judgment, injunction, order or Second Merger Sub or any of their respective properties or assets; decree, (iii) result in require any breach of consent or other action by any Person under, constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent Buyer or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Buyer or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the date hereof; assets or business of Buyer and its Subsidiaries or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent Buyer or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), ) and (iv), for any such contraventions, conflicts, violations, breachesfailures to obtain any such consent or other action, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendmentscancellations, accelerations, cancellationschanges, losses or Liens that, or where the failure to obtain any Consents, in each case, that would not be reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance of this Agreement and the Statutory Merger Agreement by Parent, Merger Sub, Acquisition Sub and Second Merger Sub their respective Affiliates and the consummation by Parent, Merger Sub, Acquisition Sub and Second Merger Sub their respective Affiliates of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (iassuming the accuracy of the representations and warranties made in Section 3.5 and Section 3.7): (a) contravene or conflict with, or result in any violation or breach of, any provision of the Charter Documents organizational documents of Parent, Merger SubAcquisition Sub or their respective Affiliates, as in effect on the date of this Agreement; (b) contravene or conflict with, or Second Merger Sub; result in any violation or breach of, any Laws or Orders applicable to Parent or any of its Affiliates or by which any assets of Parent or any of its Affiliates (ii“Parent Assets”) are bound, assuming that all of the Consents contemplated by clauses (i) through (iv) of consents, approvals, authorizations, filings and notifications described in Section 4.02(c) 4.7 have been obtained or made or, if not obtained or made, conflict with would not, individually or violate any Law applicable in the aggregate, reasonably be expected to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; have a Parent Material Adverse Effect; (iiic) result in any violation or breach of of, or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract Contracts to which Parent or any of its Subsidiaries Affiliates is a party or otherwise by which any Parent Assets are bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of collectively, “Parent or any of its Subsidiaries, except, in the case of each of clauses (iiContracts”), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’sParent Material Adverse Effect; or (d) require any consent, Merger Sub’sapproval or other authorization of, and Second Merger Sub’s ability or filing with or notification to, any Person under any Parent Contracts, except as would not, individually or in the aggregate, reasonably be expected to consummate the transactions contemplated by this Agreement.have a Parent Material Adverse Effect;

Non-Contravention. The execution, delivery, execution and performance delivery of this Agreement by Parent, each of Parent and Merger Sub, the performance by each of Parent and Second Merger Sub of their respective covenants and obligations under this Agreement, and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, Merger do not and shall not: (ia) contravene violate or conflict withwith any provision of the certificate of incorporation, bylaws or result in any violation other similar organizational documents of Parent or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (iib) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madeviolate, conflict with or violate any Law applicable to Parentwith, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any the breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) underpursuant to, or result in the termination of, or accelerate the performance required by, result in Parent’s or any of its Subsidiaries’ the loss of any a benefit or the imposition of any additional payment or other liability under, or alter result in a right of termination or acceleration pursuant to any of the rights terms, conditions or obligations provisions of any third party undernote, bond, mortgage, indenture, lease, license, contract, agreement or give to any third party any rights of termination, amendment, acceleration, other instrument or cancellation, or require any Consent under, any Contract obligation to which Parent or any of its Subsidiaries Merger Sub is a party or otherwise bound as by which Parent, Merger Sub or any of their properties or assets may be bound; (c) assuming the consents, approvals and authorizations referred to in Section 4.4 have been obtained and, in the case of the date hereofconsummation of the Merger, subject to obtaining the Merger Sub Stockholder Approval, violate or conflict with any Law applicable to Parent or Merger Sub or by which any of their properties or assets are bound; or (ivd) result in the creation of a Lien any lien (other than Permitted Liens) on upon any of the properties or assets of Parent or any of its SubsidiariesMerger Sub, except, except in the case of each of clauses (iib), (iii), c) and (iv)d) for such violations, for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, loss of benefits or Liens that, or where the failure to obtain any Consents, in each case, liens that would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. (a) The execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of Parent or the certificate of formation or limited liability company agreement of Merger Subsidiary, (ii)(A) contravene, conflict with, or result in any violation or breach of any provision of the Charter Documents comparable organizational documents of any of Parent, Merger Sub’s Significant Subsidiaries (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), or Second (B) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Subsidiaries other than its Significant Subsidiaries or Merger Sub; Subsidiary (iiincluding the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), (iii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made4.03, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any Applicable Law, (iv) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under (A) any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of the date hereof; its Subsidiaries, or (ivB) result any Parent Communications License or other Governmental Authorization held by, affecting, or relating in any way to, the creation of a Lien (other than Permitted Liens) on any of the properties assets or assets business of Parent or any of its Subsidiaries, exceptor (v) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only those exceptions in the case of each of clauses (ii), (iii), ii)(B) and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, iii)-(v) as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’sParent Material Adverse Effect (which term shall be interpreted, Merger Sub’sfor purposes of this Section 4.04, without clauses (iv) and Second Merger Sub’s ability to consummate (vi) in the transactions contemplated by this Agreementdefinition thereof).

Non-Contravention. The execution, delivery, delivery and performance of this Agreement by Parent, Merger Sub, Parent and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub of the transactions contemplated by this Agreement, including the Offer and the Merger, do not and shall will not: (i) contravene or conflict with, or result in any violation or breach of, the Charter Documents certificate of Parent, Merger Sub, incorporation or Second by-laws of Parent or Merger Sub; (ii) assuming that all of subject to compliance with the Consents contemplated by requirements set forth in clauses (i) through (ivi)-(iv) of Section 4.02(c) have been obtained or made5.02(c), conflict with or violate any Law applicable to Parent, Merger Sub, Parent or Second Merger Sub or any of their respective properties or assets; (iii) contravene or conflict with or result in any violation of any terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit; (iv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party others any rights of termination, amendment, acceleration, acceleration or cancellation, or require any Consent under, under any Contract to which Parent or any of its Subsidiaries is Subsidiaries, including Merger Sub, are a party or otherwise bound as of the date hereofbound; or (ivv) result in the creation of a any Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its SubsidiariesMerger Sub, except, in the case of each of clauses (ii), (iii), (iv) and (ivv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, cancellations or Liens thatLiens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, ’s and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance of this Agreement the Transaction Agreements, as applicable, by Parent, Merger Sub, each of Parent and Second Merger Acquisition Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, do does not and shall not: will not (ia) contravene conflict with or violate its certificate of incorporation or by-laws or comparable governing documents, (b) conflict with, with or result in violate the governing documents of any violation or breach of, the Charter Documents other Subsidiary of Parent, Merger Sub, or Second Merger Sub; (iic) assuming that all of the Consents consents, approvals and authorizations contemplated by clauses (i) through (iv) of Section 4.02(c) 5.4 have been obtained or and all filings described therein have been made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Acquisition Sub or any of their respective Subsidiaries or by which it or any of its properties are bound or assets; (iiid) result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or result in Parent’s or any of its Subsidiaries’ the loss of any a benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give rise to any third party any rights right of termination, amendmentcancellation, accelerationrecapture, amendment or acceleration of, or cancellation, or require any Consent performance under, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to which Parent Parent, Acquisition Sub or any of its their Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent by which Parent, Acquisition Sub or any of their Subsidiaries or its Subsidiariesor any of their properties are bound, except, in the case of each of clauses (iib), (iiic), and (iv), d) of this Section 5.3 for any conflictssuch conflict, violationsviolation, breachesbreach, defaultsdefault, loss of benefitsloss, additional payments right or other liabilities, alterations, terminations, amendments, accelerations, cancellationsoccurrence which would not (i) prevent or materially delay the consummation of the transactions contemplated by the Transaction Agreements, or Liens that, or where the failure to obtain any Consents, in each case, would not (ii) reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub of the transactions contemplated by this Agreement, Transactions do not and shall will not: , assuming compliance with the matters referred to in Section 5.2 and Section 5.3, (ia) contravene or conflict withwith or constitute a violation of Parent’s memorandum of association or bye-laws or Merger Sub’s certificate of incorporation or bylaws, (b) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries, (c) result in any violation or a breach of, the Charter Documents of Parentrequire any consent under, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse the passage of time or both would become a default) underunder or give rise to any right of termination, result in Parent’s cancellation, amendment or acceleration of any right or obligation of Parent or any of its Subsidiaries’ Subsidiaries or to a loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of, any agreement, contract or otherwise bound as other instrument binding upon Parent or any of the date hereof; its Subsidiaries or any Permit or similar authorization held by Parent or any of its Subsidiaries, or (ivd) result in the creation or imposition of a Lien any Encumbrance (other than any Permitted LiensEncumbrance) on any of the properties property or assets other asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts or violations referred to in the case of each of clauses clause (ii)b) or breaches, (iii), and (iv), for any conflicts, violations, breachesconsents, defaults, loss rights of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerationstermination, cancellations, amendments or Liens accelerations, losses or Encumbrances referred to in clause (c) or (d) that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’shas not had, and Second Merger Sub’s ability would not be reasonably expected to consummate have, a Parent Material Adverse Effect. The approval of the transactions contemplated stockholders of Parent is not required by this Agreementapplicable Law to effect the Transactions (including the Merger).

Non-Contravention. The execution, delivery, delivery and performance by each of Parent and Merger Sub of this Agreement by ParentAgreement, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second each of Parent or Merger Sub of the transactions contemplated Transactions, and the compliance by each of Parent or Merger Sub with any of the provisions of this Agreement, do Agreement does not and shall not: will not (ia) contravene or contravene, conflict with, with or result in any violation or breach of, of any provision of the Charter Documents certificate of Parent, incorporation or bylaws (or comparable organizational documents) of Parent or Merger Sub, or Second Merger Sub; (iib) assuming that all of the Consents contemplated by clauses (i) through (iv) of consents, approvals, authorizations and filings referred to in Section 4.02(c) 5.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any Applicable Law or (c) assuming compliance with the matters referred to in Section 5.03, require any consent by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on entitled under any of the properties or assets of Parent or any of its SubsidiariesContract, except, except in the case of each of clauses (ii), (iii), b) and (iv)c) above, for any conflictssuch contravention, violationsconflict, breachesviolation, defaultsbreach, default, right, termination, amendment, acceleration, cancellation, change or loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, that would not reasonably be expected to haveto, individually or in the aggregate, a material adverse effect on Parent’sprevent, materially impair or delay the ability of Parent or Merger Sub’s, and Second Merger Sub’s ability Sub to consummate the transactions contemplated by Transactions or perform their respective obligations under this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by each of Parent and Merger Sub of this Agreement by ParentAgreement, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second each of Parent or Merger Sub of the transactions contemplated Transactions and the compliance by each of Parent or Merger Sub with any of the provisions of this Agreement, do Agreement does not and shall not: will not (i) contravene or contravene, conflict with, with or result in any violation or breach of, of any provision of the Charter Documents certificate of Parent, incorporation or bylaws (or comparable organizational documents) of Parent or Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of consents, approvals, authorizations and filings referred to in Section 4.02(c) 5.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, contravene, conflict with or violate result in a violation or breach of any Applicable Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming compliance with the matters referred to in Section 5.03, require any breach of or consent by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on entitled under any of the properties or assets of Parent or any of its SubsidiariesContract, except, except in the case of each of clauses (ii), ) and (iii)) above, and (iv)any such violation, for any conflictsbreach, violationsdefault, breachesright, defaultstermination, amendment, acceleration, cancellation or loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, that would not reasonably be expected to haveto, individually or in the aggregate, a material adverse effect on Parent’s, materially impair or delay the ability of Parent or Merger Sub’s, and Second Merger Sub’s ability Sub to consummate the transactions contemplated by Transactions or perform their respective obligations under this Agreement.

Non-Contravention. The execution, deliverydelivery and performance by Parent and Merger Subsidiary of this Agreement, and performance by Parent of this Agreement by Parentthe Option Agreements, Merger Sub, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby and thereby do not and shall will not: , assuming compliance with the matters referred to in Sections 4.2 and 4.3, (ia) contravene or conflict withwith the certificate of incorporation or by-laws of Parent or Merger Subsidiary, (b) contravene or result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate constitute a violation of any Law provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s Parent or any of its Subsidiaries’ , (c) constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of Parent or any of its Subsidiaries or to a loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement, contract or otherwise bound as other instrument binding upon Parent or any of the date hereof; its Subsidiaries or any license, franchise, permit or other similar authorization held by Parent or any of its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts or violations referred to in the case of each of clauses clause (ii), (iii), and (iv), for any conflicts, violations, breaches, b) or defaults, loss rights of benefitstermination, additional payments cancellation or other liabilities, alterations, terminations, amendments, accelerations, cancellationsacceleration, or losses or Liens that, referred to in clause (c) or where the failure to obtain any Consents, in each case, (d) that would not reasonably be expected to havenot, individually or in the aggregate, have, or be reasonably likely to have, a material adverse effect Material Adverse Effect on Parent’s. Neither Parent nor any Subsidiary of Parent is a party to any agreement that expressly limits the ability of Parent or any Subsidiary of Parent to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time except to the extent that any such limitation, Merger Sub’sindividually or in the aggregate, and Second Merger Sub’s ability would not have, or be reasonably likely to consummate the transactions contemplated by this Agreementhave, a Material Adverse Effect on Parent.

Non-Contravention. The execution, delivery, delivery and performance by each of Parent, Merger Sub 1 and Merger Sub 2 of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, hereby do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the Parent Organizational Documents, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all compliance with the matters referred to in Section 5.03 and receipt of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madeParent Stockholder Approval, contravene, conflict with or violate result in any Law applicable to Parentviolation or breach of any provision of any Applicable Law, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming compliance with the matters referred to in Section 5.03 and receipt of the Parent Stockholder Approval, require any breach of Consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under, any provision of any Contract binding upon Parent or otherwise bound as any of its Subsidiaries or any governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries, or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptwith such exceptions, in the case of each of clauses (ii), (iii), and ) through (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. (a) The execution, delivery, delivery and performance by Parent of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub Parent of the transactions contemplated hereby and the execution, delivery and performance by this Agreementthe Parent Bank of the Bank Merger Agreement and the consummation of the transactions contemplated thereby, do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of Parent or Parent Bank, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made6.03, contravene, conflict with or violate result in a violation or breach of any Law applicable to Parentprovision of any law, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming compliance with the matters referred to in Section 6.03 require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Parent and its Subsidiaries or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (ii), (iii), ) and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, ) that would not be reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on Parent’s. (b) As of the date hereof, Merger Sub’s, and Second Merger Sub’s ability Parent knows of no reason why the opinion of Parent tax counsel referred to consummate the transactions contemplated by this Agreementin Section 10.02(d) should not be obtained on a timely basis.

Non-Contravention. The execution, delivery, delivery and performance by Parent of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub Parent of the transactions contemplated by this Agreement, hereby do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents certificate of incorporation or bylaws of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate result in a violation or breach of any Law provision of any applicable to ParentLaw, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) default under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptin each case except for such contraventions, conflicts and violations referred to in the case of each of clause (ii) and such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (ii), (iii), ) and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, ) that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (ia) contravene or assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents organizational documents of Parent, Parent or Merger Sub, or Second Merger Sub; (iib) assuming that all of the Consents contemplated by clauses (i) through (iv) of authorizations, consents and approvals referred to in Section 4.02(c) have been obtained or made5.03 are obtained, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any applicable Law or Order, (c) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, result in Parent’s under or of, or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under, any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries or (ivd) result in the creation or imposition of a Lien (any Lien, other than any Permitted Liens) Lien, on any of the properties or assets asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (iib), (iiic) and (d), which have not had, and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, (x) a material adverse Parent Material Adverse Effect or (y) an effect on Parent’sthat would prevent, materially delay or materially impair the ability of Parent or Merger Sub’s, and Second Merger Sub’s ability Sub to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementMerger.

Non-Contravention. The Except as set forth on Section 4.4 of the Company Disclosure Schedules, the execution, delivery, delivery and performance by the Company of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub the Company of the transactions contemplated by this Agreement, Transactions do not and shall will not: , assuming compliance with the matters referred to in Section 4.2 and Section 4.3, (ia) contravene or conflict withwith or constitute a violation of the Company Charter or the Company Bylaws or the organizational documents of any Subsidiary of the Company, (b) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to the Company or any of its Subsidiaries, (c) result in any violation or a breach of, the Charter Documents of Parentrequire any consent under, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse the passage of time or both would become a default) under, result in Parent’s or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company or any of its Subsidiaries’ Subsidiaries or to a loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent the Company or any of its Subsidiaries is a party entitled under any provision of, any agreement, contract or otherwise bound as other instrument binding upon the Company or any of its Subsidiaries or any Permit or similar authorization held by the date hereof; Company or any of its Subsidiaries or (ivd) result in the creation or imposition of a Lien any Encumbrance (other than any Permitted LiensEncumbrance) on any property or other asset of the properties or assets of Parent Company or any of its Subsidiaries, exceptexcept for such contraventions, conflicts or violations referred to in the case of each of clauses clause (ii)b) or breaches, (iii), and (iv), for any conflicts, violations, breachesconsents, defaults, loss rights of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerationstermination, cancellations, amendments or Liens accelerations, losses or Encumbrances referred to in clause (c) or (d) that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’shave not had, and Second Merger Sub’s ability would not be reasonably expected to consummate the transactions contemplated by this Agreementhave, a Company Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (ia) contravene or assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents organizational documents of Parent, Parent or Merger Sub, or Second Merger Sub; (iib) assuming that all of the Consents contemplated by clauses (i) through (iv) of authorizations, consents and approvals referred to in Section 4.02(c) have been obtained or made4.03 are obtained, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any applicable Law or Order, (c) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, require any consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, result in Parent’s under or of, or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under, any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries or (ivd) result in the creation or imposition of a Lien (any Lien, other than any Permitted Liens) Lien and Liens contemplated by the Debt Financing, on any of the properties or assets asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (iib), (iiic) and (d), which have not had, and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, (x) a material adverse Parent Material Adverse Effect or (y) an effect on Parent’sthat would prevent, materially delay or materially impair the ability of Parent or Merger Sub’s, and Second Merger Sub’s ability Sub to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementMerger.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Organizational Documents of ParentParent or Merger Subsidiary, Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (imatters referred to in Section 4.03(a) through (iv) of Section 4.02(c) have been obtained or made4.03(c), contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 4.03(a) through Section 4.03(c), require any consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clauses clause (iib), such failures to obtain any such consent or other action referred to in clause (iiic), and (iv), for any conflicts, violations, breaches, such defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendmentscancellations, accelerations, cancellationschanges, losses or Liens thatreferred to in clauses (c) and (d), or where the failure to obtain any Consents, in each case, that would not be reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on Parent’sParent or materially delay or impair the ability of Parent (or, in the event of a Subsidiary Merger Sub’sElection, of each of Parent and Second Merger Sub’s ability Subsidiary) to perform its obligations or consummate the transactions contemplated by this Agreement.

Non-Contravention. (a) The execution, delivery, delivery and performance by Parent, Infiniti, Holdco and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger SubInfiniti, Holdco and Second Merger Sub of the transactions contemplated by this Agreement, Transactions do not and shall will not: , assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, (i) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents organizational documents of Parent, Infiniti, Holdco or Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madecontravene, conflict with or violate result in a violation or breach of any provision of any applicable Law applicable to Parentor Order, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, result in Parent’s under or of, or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit to which Parent, Infiniti or the imposition any of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent their respective Subsidiaries is entitled under, any Contract to which Parent provision of any agreement or other instrument binding upon Parent, Infiniti or any of its their respective Subsidiaries is a party or otherwise bound as any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Parent, Infiniti and their respective Subsidiaries, or (iv) result in the creation or imposition of a Lien (any Lien, other than any Permitted Liens) Lien, on any asset of the properties or assets of Parent Parent, Infiniti or any of its their respective Subsidiaries, except, in the case of each of clauses (ii), (iii), ) and (iv), for any conflictswhich have not had, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, and would not reasonably be expected to have, individually or in the aggregate, (x) a material adverse Parent Material Adverse Effect or a Material Adverse Effect (as defined in the Investment Agreement) or (y) an effect on that would prevent, materially delay or materially impair the ability of Parent’s, Infiniti, Holdco or Merger Sub’s, and Second Merger Sub’s ability Sub to perform its obligations under this Agreement or to consummate the transactions contemplated Merger. (b) Subject to the filing of the Certificate of Merger and the Parent Charter with the Secretary of State of the State of Delaware and the receipt of the Infiniti Stockholder Approval, the execution, delivery and performance of the Investment Documents by this AgreementInfiniti and the issuance and sale of the Investment Securities will not (i) conflict with, contravene or result in any breach or violation of (A) any of the terms and provisions of, or constitute a default under any of its Certificates of Incorporation or Bylaws, or (B) any provision of any applicable Law or Order, or (ii) conflict with, or constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, result in the creation or imposition of any Lien, other than an Infiniti Permitted Lien, or other adverse claim upon any of the properties or assets of Infiniti or any of its Subsidiaries, require any consent or other action by any Person under, or cause, permit or give to others any rights of termination, amendment, acceleration, cancellation (with or without notice, lapse of time or both) or other change of any right or obligation or the loss of any benefit to which Infiniti or any of its Subsidiaries is entitled under, any provision of any agreement or other instrument binding upon Infiniti or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Infiniti or any of its Subsidiaries, except, in the case of each of clauses (i)(B) and (ii), which have not had and would not reasonably be expected to have an Infiniti Material Adverse Effect, individually or in the aggregate.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by ParentAgreement, Merger Sub, and Second Merger Sub the Parent Ancillary Agreements and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby and thereby do not and shall not: will not (ia) contravene or conflict withwith the articles of incorporation or certificate of incorporation, as the case may be, or result in any violation by-laws of Parent or breach ofMerger Subsidiary, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained 4.3, contravene or made, conflict with or violate constitute a violation of any Law provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s Parent or any of its Subsidiaries’ , (c) constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of Parent or any of its Subsidiaries or to a loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement, contract or otherwise bound as other instrument binding upon Parent or any of the date hereof; its Subsidiaries or any license, franchise, permit or other similar authorization held by Parent or any of its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts or violations referred to in the case of each of clauses clause (ii), (iii), and (iv), for any conflicts, violations, breaches, b) or defaults, loss rights of benefitstermination, additional payments cancellation or other liabilities, alterations, terminations, amendments, accelerations, cancellationsacceleration, or losses or Liens that, referred to in clause (c) or where the failure to obtain any Consents, in each case, (d) that would not reasonably be expected to havenot, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by the Company of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated Transactions by this Agreement, the Company do not and shall not: will not (ia) contravene or assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of the Company, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (iib) assuming that all of the Consents contemplated by clauses (i) through (iv) of authorizations, consents and approvals referred to in Section 4.02(c) have been obtained or made4.03 are obtained, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any applicable Law or Order, (c) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, require any consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, result in Parent’s under or of, or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent the Company or any of its Subsidiaries is a party entitled under, any provision of any agreement or otherwise bound as other instrument binding upon the Company or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Company and its Subsidiaries or (ivd) result in the creation or imposition of a Lien (any Lien, other than any Permitted Liens) Lien, on any asset of the properties or assets of Parent Company or any of its Subsidiaries, except, in the case of each of clauses (iib), (iiic) and (d), which have not had, and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, (x) a material adverse Company Material Adverse Effect or (y) an effect on Parent’sthat would prevent, Merger Sub’s, and Second Merger Sub’s materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementMerger.

Non-Contravention. The Except as set forth in Section 5.04 of the Parent Disclosure Letter, the execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of Parent or Merger Subsidiary, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate result in a violation or breach of any Law applicable to Parentprovision of any law, Merger Subrule, regulation, judgment, injunction, order or Second Merger Sub or any of their respective properties or assets; decree, (iii) result in require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Parent and its Subsidiaries or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent or any of its Subsidiaries, exceptexcept for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in the case of each of clauses (ii), (iii), ) and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, ) that would not be reasonably be expected to havebe, individually or in the aggregate, a material adverse effect on Parent’s, to Parent or materially to impair the ability of Parent and Merger Sub’s, and Second Merger Sub’s ability Subsidiary to consummate the transactions contemplated by this Agreement.

Non-Contravention. (a) The execution, delivery, delivery and performance by Parent of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub Parent of the transactions contemplated hereby and the execution, delivery and performance by this AgreementParent Bank of the Bank Merger Agreement and the consummation of the transactions contemplated thereby, do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of Parent or Parent Bank, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madematters referred to in Sections 6.3 and 6.4 contravene, conflict with or violate result in a violation or breach of any Law applicable to Parentprovision of any law, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming compliance with the matters referred to in Sections 6.3 and 6.4, require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Parent and its Subsidiaries or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (ii), (iii), ) and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, ) that would not be reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on Parent’s. (b) As of the date hereof, Merger Sub’s, and Second Merger Sub’s ability Parent knows of no reason why the tax opinion referred to consummate the transactions contemplated by this Agreementin Section 10.1(g) should not be obtained on a timely basis.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents articles of Parent, incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made4.03, contravene, conflict with or violate result in a violation or breach of any Law applicable to Parent, Merger Sub, Parent or Second Merger Sub or any of their respective properties Subsidiaries or assets; by which any asset of Parent or Merger Sub or any of their respective Subsidiary is bound or affected, or (iiic) conflict with, result in any breach of breach, require any consent or action by another Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) default under, result in Parent’s or cause or permit the termination, amendment, cancellation, acceleration or require any payment under or other change of its Subsidiaries’ any right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or Merger Sub or any of its their respective Subsidiaries is a party entitled under any provision of any Contract applicable to Parent or otherwise bound as Merger Sub or any of their respective Subsidiaries or their respective properties or assets, or any Permit affecting, or relating in any way to, the date hereof; assets or business of Parent and Merger Sub or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent Parent, Merger Sub or any of its their respective Subsidiaries, exceptwith such exceptions, in the case of each of clauses (iib), (iii), c) and (iv)d) above, for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, and performance of this Agreement by Parent, Merger Sub, Parent and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub of the transactions contemplated by this Agreement, including the Debt Financing, do not and shall will not: (i) contravene or conflict with, or result in any violation or breach of, the Charter Documents certificate of Parentincorporation, Merger Sub, articles of incorporation or Second bylaws of Parent or Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (ivv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, Parent or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, ’s and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by each of Parent and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, hereby do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the Parent Organizational Documents, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all compliance with the matters referred to in Section 5.03 and receipt of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madeParent Stockholder Approval, contravene, conflict with or violate result in any Law applicable to Parentviolation or breach of any provision of any Applicable Law, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming compliance with the matters referred to in Section 5.03 and receipt of the Parent Stockholder Approval, require any breach of Consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under, any provision of any Contract binding upon Parent or otherwise bound as any of its Subsidiaries or any governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries, or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptwith such exceptions, in the case of each of clauses (ii), (iii), and ) through (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of Parent or Merger Subsidiary, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 5.03, require any consent or approval by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other adverse change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries or (ivd) result in the creation or imposition of a Lien (any Lien, other than Permitted Liens) , on any of the properties or assets asset of Parent or any of its Subsidiaries, except, except in the case of each of clauses (ii), b) through (iii), and (ivd), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, such as would not be reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Parent Material Adverse Effect or materially impair the ability of Parent or Merger Sub’s, and Second Merger Sub’s ability Subsidiary to consummate the transactions contemplated by this AgreementMerger.

Non-Contravention. The Except as set forth on Section 5.04 of the Parent Disclosure Schedule, the execution, delivery, delivery and performance by each of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement, hereby do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents certificate of incorporation or bylaws (or comparable organizational documents) of Parent, Merger Sub, or Sub and Second Merger Sub; , (ii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate result in a material violation or material breach of any provision of any Applicable Law applicable to Parentor, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming compliance with the matters referred to in Section 5.03, require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any Parent Material Contract or otherwise bound as of any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the date hereof; assets or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets business of Parent or any of its Subsidiaries, except, except in the case of each of clauses (ii), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, ) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent Material Adverse Effect or prevent or materially delay the consummation of the First Merger or the ability of each of Parent’s, Merger Sub’s, Sub and Second Merger Sub’s ability Sub to consummate the transactions contemplated by fully perform any of its covenants and obligations under this Agreement.

Non-Contravention. The Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 4.03(b) and Section 4.03(c) of the Parent Disclosure Letter and the Requisite Parent Vote, the execution, delivery, and performance of this Agreement by Parent, Merger Sub, and Second Merger Sub each of the Parent Parties and the consummation by Parent, Merger Sub, and Second Merger Sub each of the Parent Parties of the transactions contemplated by this Agreement, do not and shall will not: (i) contravene or conflict with, or result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Subany of the Parent Parties; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub any Parent Parties or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s any of Parent Parties’ or any of its their respective Subsidiaries’ ' loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which any of the Parent Parties or any of its their respective Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of any of the Parent Parties or any of its their respective Subsidiaries, except, in the case of each of clauses (ii), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the partnership agreement of Parent or certificate of incorporation or bylaws of Merger Subsidiary, respectively, (b) assuming compliance with the Charter Documents of Parentmatters referred to in Section 5.04, Merger Subcontravene, conflict with, or Second Merger Sub; result in a violation or breach of any provision of any Applicable Law or (iic) assuming that all of compliance with the Consents contemplated matters referred to in Section 5.04, require any consent or other action by clauses (i) through (iv) of Section 4.02(c) have been obtained or madeany Person under, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Parent and its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent or any of its Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (iib) through (d), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by Vodavi of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub Vodavi of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of Vodavi, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (iib) assuming compliance with the matters referred to in Section 4.03 and that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madeVodavi Stockholder Approval is obtained, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of or any provision of any applicable Law, (c) require any consent under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) default under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent Vodavi or any of its Subsidiaries is a party entitled under, any provision of any Vodavi Significant Contract or otherwise bound as any Permit affecting, or relating in any way to, the assets or business of the date hereof; Vodavi and its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent Vodavi or any of its Subsidiaries, exceptin each case except for such contraventions, conflicts and violations referred to in the case of each of clauses clause (ii), (iii), b) and (iv), for such failures to obtain any conflicts, violations, breachessuch consent or other action, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendmentscancellations, accelerations, cancellationschanges, losses or Liens that, or where the failure referred to obtain any Consents, in each case, clauses (c) and (d) that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Parent’s, Merger Sub’s, Vodavi (provided that the matters described in clause (a) of the definition of Material Adverse Effect shall be taken into account and Second Merger Sub’s ability to consummate not excluded for the transactions contemplated by purposes of determining whether or not a Material Adverse Effect shall have occurred under this AgreementSection 4.04).

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by ParentAgreement, Merger Sub, and Second Merger Sub the Parent Ancillary Agreements and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby and thereby do not and shall not: will not (ia) contravene or conflict withwith the certificate of formation or the limited liability company operating agreement of Parent or the certificate of incorporation or by-laws of Merger Subsidiary, or result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained 4.3, contravene or made, conflict with or violate constitute a violation of any Law provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s Parent or any of its Subsidiaries’ , (c) constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of Parent or any of its Subsidiaries or to a loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement, contract or otherwise bound as other instrument binding upon Parent or any of the date hereof; its Subsidiaries or any license, franchise, permit or other similar authorization held by Parent or any of its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts or violations referred to in the case of each of clauses clause (ii), (iii), and (iv), for any conflicts, violations, breaches, b) or defaults, loss rights of benefitstermination, additional payments cancellation or other liabilities, alterations, terminations, amendments, accelerations, cancellationsacceleration, or losses or Liens that, referred to in clause (c) or where the failure to obtain any Consents, in each case, (d) that would not reasonably be expected to havenot, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by Parent and MergerSub of this Agreement by ParentAgreement, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub MergerSub of the transactions contemplated by this Agreement, do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of Parent or MergerSub, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all compliance with the matters referred to in Section 5.03, result in a violation or breach of the Consents contemplated by clauses (i) through (iv) any provision of Section 4.02(c) have been obtained any law, rule, regulation, judgment, injunction, order or madedecree, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Parent and its Subsidiaries or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent or any of its Subsidiaries, exceptexcept for those contraventions, conflicts and violations referred to in the case of each of clause (ii) and for those failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (ii), (iii), ) and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, ) that would not reasonably be expected to have, individually materially impair or in delay the aggregate, a material adverse effect on Parent’s, Merger Sub’s, ability of Parent and Second Merger Sub’s ability MergerSub to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by each of Vertical and Vertical Acquisition Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, each of Vertical and Second Merger Vertical Acquisition Sub of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents certificate of Parent, Merger incorporation or bylaws of Vertical or Vertical Acquisition Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of or any provision of any applicable Law, (c) require any consent under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) default under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent Vertical or any of its Subsidiaries is a party entitled under any provision of any material agreement or otherwise bound as any Permit affecting, or relating in any way to, the assets or business of the date hereof; Vertical and its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent Vertical or any of its Subsidiaries, exceptin each case except for such contraventions, conflicts and violations referred to in the case of each of clauses clause (ii), (iii), b) and (iv), for such failures to obtain any conflicts, violations, breachessuch consent or other action, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendmentscancellations, accelerations, cancellationschanges, losses or Liens that, or where the failure referred to obtain any Consents, in each case, clauses (c) and (d) that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Parent’s, Merger Sub’s, Vertical (provided that the matters described in clause (a) of the definition of Material Adverse Effect shall be taken into account and Second Merger Sub’s ability to consummate not excluded for the transactions contemplated by purposes of determining whether or not a Material Adverse Effect shall have occurred under this AgreementSection 5.04).

Non-Contravention. The executionexecution and delivery by each of Parent, delivery, Merger Subsidiary and performance Merger Subsidiary Two of this Agreement do not, and the performance by each of Parent, Merger Sub, Subsidiary and Second Merger Sub Subsidiary Two of its obligations hereunder and the consummation by each of Parent, Merger Sub, Subsidiary and Second Merger Sub Subsidiary Two of the transactions contemplated by this Agreementhereby will not, do not and shall not: (ia) contravene conflict with or conflict withviolate any provision of the Articles of Incorporation or Bylaws of Parent as in effect on the date hereof, or result in any violation equivalent organizational or breach of, the Charter Documents governing documents of any Subsidiaries of Parent, Merger Subas in effect on the date hereof, or Second Merger Sub; (iib) assuming that all of the Consents contemplated by clauses (i) through (iv) of consents, approvals, authorizations and other actions described in Section 4.02(c) 5.03 have been obtained prior to the Effective Time and all filings and notifications described in Section 5.03 have been made and any waiting periods thereunder have terminated or madeexpired prior to the Effective Time, conflict with or violate any Applicable Law applicable to Parent, Merger Sub, Subsidiary or Second Merger Sub Subsidiary Two or by which any of their respective properties or assets; assets are bound or (iiic) require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights right of termination, amendment, accelerationacceleration or cancellation of, or cancellation, result in the creation of any Liens on any property or require asset of Parent or any Consent underof its Subsidiaries pursuant to, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on by which any of the their respective properties or assets of Parent or any of its Subsidiariesare bound, except, in the case of each of with respect to clauses (ii), (iii), b) and (ivc), for any such conflicts, violations, breaches, defaults, loss of benefits, additional payments defaults or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, occurrences that would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The Assuming the actions, filings and approvals referred to in Section 5.03 are obtained, and subject to the accuracy of the representations and warranties in the second and third sentences of Section 4.05 and in Section 4.23 and compliance by the Company with clauses (iii) and (xii) of Section 6.01(b) and the required approval of the First Merger by Parent as the sole stockholder of Merger Sub 1 and the required approval of the Second Merger by Parent as the sole member of Merger Sub 2, the execution, delivery, delivery and performance of this Agreement by Parent, Merger Sub, Sub 1 and Second Merger Sub 2 of this Agreement and the consummation by Parent, Merger Sub, Sub 1 and Second Merger Sub 2 of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all any provision of the Consents contemplated by clauses articles of incorporation or bylaws of Parent or similar organizational documents of Merger Sub 1 and Merger Sub 2, (ib) through (iv) of Section 4.02(c) have been obtained or madecontravene, conflict with or violate result in a violation or breach of any Law applicable to Parentor Order, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iiic) result in any breach of or constitute a breach, default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underbreach, result in Parent’s default or a violation, under or of, or give rise to a right of termination, cancellation, acceleration or the loss of any benefit to which Parent or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability Subsidiaries is entitled under, or alter the rights or obligations any provision of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as any license, franchise, permit, certificate, approval or other similar authorization granted to Parent or any of the date hereof; its Subsidiaries or (ivd) result in the creation or imposition of a Lien (any Lien, other than any Permitted Liens) Lien, on any of the properties or assets asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (iib), (iiic) and (d), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, execution and performance delivery by Parent and Merger Sub of this Agreement Agreement, the performance by Parent, Merger Sub, Parent and Second Merger Sub of their respective covenants and obligations hereunder, the compliance by Parent and Merger Sub with the provisions hereof and the consummation by Parent, Merger Sub, Parent and Second Merger Sub of the transactions contemplated by this Agreementhereby, including the Financing, do not and shall not: will not (ia) contravene violate or conflict with any provision of the Constitutional Documents of Parent or Merger Sub, (b) violate, conflict with, or result in any violation or the breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability undertermination of, accelerate the performance required by, or alter the rights result in a right of termination or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent acceleration under, any Contract of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries Merger Sub is a party or otherwise bound as by which Parent, Merger Sub or any of their properties or assets may be bound, (c) assuming the Consents referred to in Section 4.5 are obtained or made, and, in the case of the date hereof; consummation of the Merger, subject to obtaining the Parent Stockholder Approval, violate or conflict with any Law or Order applicable to Parent or Merger Sub or by which any of their properties or assets are bound or (ivd) result in the creation of a any Lien (other than Permitted Liens) on upon any of the properties or assets of Parent or any of its SubsidiariesMerger Sub, except, except in the case of each of clauses (iib), (iii), c) and (iv)d) above, for any conflicts, such violations, breachesconflicts, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, accelerations or Liens that, or where the failure to obtain any Consents, in each case, which have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, execution and performance delivery by each of Parent and Merger Sub of this Agreement Agreement, the performance by Parent, Merger Sub, each of Parent and Second Merger Sub of its obligations under this Agreement and the consummation by Parent, Merger Sub, each of Parent and Second Merger Sub of the transactions contemplated by this Agreement, Agreement do not and shall not: will not (ia) contravene or contravene, conflict with, with or result in any violation or breach of, of any provision of the Charter Documents organizational documents of Parent, Parent or Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by matters referred to in clauses (ia) through (ivd) of Section 4.02(c) have been obtained or made4.03, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any applicable Law, (c) assuming compliance with the matters referred to in clauses (a) through (d) of Section 4.03, require any consent or other action by any Person under, constitute a default (breach or default, or an event that that, with notice or without notice, lapse of time or both both, would become constitute a breach or default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any Contract binding on Parent or otherwise bound as any of its Subsidiaries or any Permit affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (iic) and (d), (iii), as have not had and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance of this Agreement by Parent, Holdco, Holdco II and Merger SubSubsidiary of this Agreement, and Second Merger Sub as applicable, and the consummation by Parent, Holdco, Holdco II and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreementhereby, including the Merger, do not and shall not: will not (ia) contravene or contravene, conflict with, with or result in any violation or breach ofof any provision of the certificate of formation, the Charter Documents operating agreement, articles of incorporation or bylaws, or other equivalent organizational document, as applicable, of Parent, Holdco, Holdco II or Merger SubSubsidiary, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of the date hereof; its Subsidiaries, or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (iib) through (d), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Parent, and, from and after the accession thereof pursuant to Section 8.07, Merger Subsidiary and Successor Subsidiary, of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by ParentParent and, from and after the accession thereof pursuant to Section 8.07, Merger Sub, Subsidiary and Second Merger Sub Successor Subsidiary of the transactions contemplated by this Agreement, hereby do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws, or the Charter Documents certificate of formation or limited liability company agreement, of Parent, Merger SubSubsidiary or Successor Subsidiary, or Second Merger Sub; (ii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made6.03, contravene, conflict with or violate result in a violation or breach of any Law applicable to Parentprovision of any Applicable Law, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming compliance with the matters referred to in Section 6.03, require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Parent and its Subsidiaries or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (ii), (iii), ) and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, ) that would not be reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementSubsidiary or Successor Subsidiary.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Buyer of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub Buyer of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (ia) contravene materially contravene, conflict with or conflict withresult in any material violation or breach of any provision of the Parent Governing Documents, (b) assuming compliance with the matters referred to in Section 4.03, cause or result in any breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit or right under, or result in the creation of any violation Lien (other than any Parent Permitted Lien) in or breach ofupon any of the properties, the Charter Documents assets or rights of Parent, Merger SubBuyer or any of their Subsidiaries under, or Second Merger Sub; require any consent, waiver or approval of any Person, or result in the triggering of any material rights that the counterparty would not otherwise have or any Liabilities that the Company and its Subsidiaries would not otherwise have, pursuant to any provision of any contract that is material to Parent and its Subsidiaries, taken as a whole, (iic) result in the revocation, invalidation or termination of any Parent Permit or (d) assuming that all of compliance with the Consents contemplated by clauses matters referred to in Section 4.03, violate or conflict with (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law or Order applicable to Parent, Merger SubBuyer or any of their Subsidiaries or by which Parent, Buyer or Second Merger Sub their Subsidiaries, or any of their respective properties or assets; assets is bound or (iiiii) result in any breach of rule or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as regulation of the date hereof; or (iv) result in the creation of a Lien (NYSE applicable to Parent other than Permitted Liens) on any of the properties or assets of Parent or any of its Subsidiaries, exceptthan, in the case of each of clauses (iib), (iii), c) and (iv)d) above, for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, matters that would not have or reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, ▇▇▇▇▇▇ and Second Merger Sub of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents organizational documents of Parent, Parent or Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate any Law applicable to Parent, Merger Subwith, or Second Merger Sub result in a violation or breach of any provision of any Applicable Law or (c) assuming compliance with the matters referred to in Section 5.03, require payment or notice to, or any of their respective properties consent or assets; (iii) result in other action by any breach of or Person under, constitute a default (breach or default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underviolation or breach of, result in Parent’s or give rise to any right of termination, suspension, cancellation, acceleration, payment or any other change of any rights or obligations of Parent or any of its Subsidiaries’ , or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any Contract binding on Parent or otherwise bound as any of its Subsidiaries or any Permit affecting, or relating to, the date hereof; assets or business of Parent and its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (iib) through (d), (iii), as have not had and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The Except as otherwise described in Section 5.04 of the Parent Disclosure Letter, the execution, delivery, delivery and performance by each of the Parent Entities of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub each of the Parent Entities of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation, bylaws, articles of association or other applicable constitutional documents of any of the Charter Documents of ParentParent Entities, Merger Sub, or Second Merger Sub; (iib) assuming that all the consents, approvals and filings referred to in Section 5.03 are obtained and made, as applicable, and receipt of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madeParent Entity Approvals, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming that the consents, approvals and filings referred to in Section 5.03 are obtained and made, as applicable, and receipt of the Parent Entity Approvals, require any consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) default under, result in Parent’s or cause or permit the termination, cancellation or acceleration of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which any of the Parent Entities or any of its their Subsidiaries is a party or otherwise bound as entitled under any provision of any Contract binding upon any of the date hereof; Parent Entities or any of their Subsidiaries or any Parent Permit or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of any of the properties or assets of Parent Entities or any of its their Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (ii)Section 5.04 through Section 5.04, (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Sub of this Agreement and each other Transaction Document to which they are a party, the execution, delivery and performance by Parent, the Parent Bank Subsidiary of the Bank Merger Sub, and Second Merger Sub Agreement and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, hereby and thereby do not and shall not: will not (ia) contravene or conflict with, or result in any violation or breach of, violate the Charter Governing Documents of Parent, Merger Sub, Parent or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or the Parent Bank Subsidiary as currently in effect, (b) assuming compliance with the matters referred to in Section 4.04, violate any of their respective properties Applicable Law, or assets; (iii) result in require any breach of consent or other action by any Person under, constitute a breach, violation or default, or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become constitute a default) default under, result in Parent’s or give rise to any right of termination, cancellation or acceleration of any right or obligation of Parent or any of its Subsidiaries’ Subsidiaries or to a loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as entitled under any provision of the date hereof; any Parent Material Contract, or (ivc) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptexcept for any Permitted Liens and with such exceptions, in the case of each of the foregoing clauses (iib) and (c), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to haveexpected, individually or in the aggregate, a material adverse effect on to materially impair Parent’s, Merger Sub’s, and Second ’s or Merger Sub’s ability to perform or comply with their respective obligations under this Agreement or the other Transaction Documents or consummate the transactions contemplated by this Agreementhereby or thereby.

Non-Contravention. The execution, delivery, delivery and performance by the Company of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated hereby by this Agreement, the Company do not and shall not: will not (i) contravene or assuming the authorizations, consents and approvals referred to in Section 4.03 and the Company Stockholder Approval are obtained, contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of the Company, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of authorizations, consents and approvals referred to in Section 4.02(c) have been obtained or made4.03 and the Company Stockholder Approval are obtained, contravene, conflict with or violate result in a violation or breach of any provision of any Law applicable to Parentor Order, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result assuming the authorizations, consents and approvals referred to in Section 4.03 and the Company Stockholder Approval are obtained, require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, result in Parent’s under or of, or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent the Company or any of its Subsidiaries is a party entitled under, any provision of any agreement or otherwise bound as other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Company and its Subsidiaries or (iv) result in the creation or imposition of a Lien (any Lien, other than any Permitted Liens) Lien, on any asset of the properties or assets of Parent Company or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), ) and (iv), for any conflictswhich have not had, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, and would not reasonably be expected to have, individually or in the aggregate, (x) a material adverse Company Material Adverse Effect or (y) an effect on Parent’sthat would prevent, Merger Sub’s, and Second Merger Sub’s materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this AgreementMerger.

Non-Contravention. The execution, delivery, delivery and performance by ▇▇▇▇▇▇ and Buyer of this Agreement by Parentand the Ancillary Agreements, Merger Subas applicable, and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub Buyer of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (ia) contravene or contravene, conflict with, with or result in any violation or breach of any provision of the organizational documents of Parent or Buyer, (b) assuming compliance with the matters referred to in Section 4.03, cause or result in any breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or the Charter Documents loss of a benefit or right under, or result in the creation of any Lien (other than a Permitted Lien) in or upon any of the properties, assets or rights of Parent, Merger SubBuyer or any of their Subsidiaries under, or Second Merger Sub; require any consent, waiver or approval of or notice to any Person, or result in the triggering of any rights that the counterparty would not otherwise have or any liabilities that Buyer and Parent would not otherwise have pursuant to, any provision of any Contract or (iic) assuming that all of compliance with the Consents contemplated by clauses matters referred to in Section 4.03, violate or conflict with (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law or Order applicable to Parent, Merger SubBuyer or any of their Subsidiaries or by which Parent, Buyer or Second Merger Sub any of their Subsidiaries, or any of their respective properties or assets; (iii) result in any breach of , may be subject or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability underotherwise bound, or alter the rights (ii) any rule or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as regulation of the date hereof; or (iv) result in the creation of a Lien (NYSE applicable to Parent, other than Permitted Liens) on any of the properties or assets of Parent or any of its Subsidiaries, exceptthan, in the case of each of clauses (ii), (iiib), and (iv)c) above, for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not have or reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by each of Parent and Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, each of Parent and Second Merger Sub of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (ia) contravene or contravene, conflict with, with or result in any violation or breach of, of any provision of the Charter Documents certificate of Parent, incorporation or bylaws (or comparable Organizational Documents) of Parent or Merger Sub, or Second Merger Sub; (iib) assuming that all of the Consents contemplated by clauses (i) through (iv) of Governmental Permits referred to in Section 4.02(c) 5.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such Governmental Permit has been satisfied or waived, contravene, conflict with or violate result in a violation or breach of any Law applicable Applicable Law, (c) assuming compliance with the matters referred to Parentin Section 5.03, Merger Subrequire any consent by any Person under, constitute a default, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on entitled under any of the properties or assets of Parent or any of its SubsidiariesContract, except, except in the case of each of clauses (ii), (iii), b) and (iv)c) above, for any conflictssuch violation, violationsbreach, breachesdefault, defaultsright, loss of benefitstermination, additional payments or other liabilitiesamendment, alterationsacceleration, terminations, amendments, accelerations, cancellationscancellation, or Liens that, or where the failure to obtain any Consents, in each case, loss that would not reasonably be expected to havenot, individually or in the aggregate, a material adverse effect on Parent’sreasonably be expected to prevent, materially impair or materially delay the ability of Parent or Merger Sub’s, and Second Merger Sub’s ability Sub to consummate the transactions contemplated by Transactions or perform their respective obligations under this AgreementAgreement on a timely basis.

Non-Contravention. The execution, delivery, delivery and performance by each of Parent, Merger Sub Inc. and Merger Sub LLC of this Agreement by Parentand the Ancillary Agreements to which such Person is or is specified to be a party, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this AgreementTransactions, do not and shall will not: (ia) contravene or assuming receipt of the Parent Stockholder Approval and the Merger Sub Consents, contravene, conflict with, with or result in any violation or breach of, of any provision of the Charter Documents of Parent, Merger Sub, or Second Merger SubParent Organizational Documents; (iib) assuming that all compliance with the matters referred to in Section 4.03 and receipt of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madeParent Stockholder Approval and the Merger Sub Consents, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any violation or breach of any provision of any Applicable Law; (c) assuming compliance with the matters referred to in Section 4.03 and receipt of the Parent Stockholder Approval and the Merger Sub Consents, require any Consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under, any provision of any Parent Material Contract binding upon Parent or otherwise bound as any of the date hereofits Subsidiaries; or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptwith such exceptions, in the case of each of clauses (iib) through (d), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to haveexpected, individually or in the aggregate, to be material to Parent and its Subsidiaries, taken as a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreementwhole.

Non-Contravention. The execution, delivery, delivery and performance by the Company of its obligations under this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the Arrangement and the other transactions contemplated by this Agreement, hereby do not and shall will not: : (ia) contravene or contravene, conflict with, or result in any violation or breach of, of the Charter Company’s Constating Documents or of Parent, Merger Sub, or Second Merger Sub; the constating documents of any of its Subsidiaries; (iib) assuming that all compliance with the matters referred to in Section 4 of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madethis Schedule C, contravene, conflict with or violate result in a violation or breach of any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any material respect; (c) except as disclosed in Section 5(c) of the Company Disclosure Letter, require any notice or consent or approval by any Person under, contravene, conflict with, violate, breach of or constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) default under, result in Parent’s 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 the Company or any of its Subsidiaries is entitled under, create any material liability or obligation of the Company or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give rise to any third party any rights of termination, amendment, acceleration, first refusal or cancellation, trigger any change in control provisions or require any Consent restriction under, (i) any Contract provision of any Material Contract, (ii) any material Authorization to which Parent the Company or any of its Subsidiaries is a party or otherwise bound as by which the Company or any of the date hereof; its Subsidiaries is bound, or (iviii) any other instrument binding upon the Company or any of its Subsidiaries or affecting any of their respective assets, which, if triggered, would reasonably be expected to have a Material Adverse Effect; or (d) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent Company or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby do not and shall not: will not (i) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws of Parent or Merger Subsidiary, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate any Law applicable to Parent, Merger Subwith, or Second Merger Sub result in a material violation or material breach of any provision of their respective properties any Applicable Law or assets; (iii) result assuming compliance with the matters referred to in Section 5.03, require any breach of consent or other action by any Person under, constitute a default under (or an event that that, with notice or lapse of time or both both, would become constitute a default), or result in a modification, violation or breach of, increased liability under or conflict with any provisions of, or give rise to a right of purchase (including pursuant to any right of first refusal or the like) under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any agreement understanding, contract, note, bond, deed, mortgage, lease, sublease, licenses, sublicense, undertaking or otherwise bound as other instrument (whether written or oral) binding upon Parent or any of the date hereof; its Subsidiaries or (iv) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent or any of its Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (ii), (iii), and ) through (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, and performance execution by Parent of this Agreement MoU, the compliance by ParentParent with all of the provisions of and the performance by Parent of its obligations under this MoU, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this AgreementOffer, do (a) will not and shall not: (i) contravene or conflict with, or result in any a breach or violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in Parent’s or any of its Subsidiaries’ loss acceleration of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations or the payment of any third party under, penalty under or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its SubsidiariesSubsidiaries (with or without the giving of notice or the lapse of time or both), exceptother than Permitted Liens, pursuant to, or permit any other party any right to terminate, accelerate or cancel, or otherwise constitute a default under, any provision of any material Contract, or result in any change in the rights or obligations of any party under any material Contract, in each case to which Parent is a party or by which Parent or any of its assets is bound, (b) will not violate or conflict with any Permit issued to Parent (assuming receipt by the Company of all authorizations, consents, Permits and approvals required in connection with the Offer), (c) will not violate or conflict in any material respect with the Organizational Documents of Parent, or (d) assuming all authorizations, waivers, consents, filings, registrations and approvals described in ‎Section 4.4 have been obtained, made or given, will not violate or conflict with any applicable Law, except (in the case of each of clauses (ii‎(a), (iii‎(b), and (iv‎(d)) for such conflicts, for any conflictsbreaches, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendmentspayments, accelerations, cancellationscreations, permissions or Liens changes that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, have not resulted and are not reasonably expected to result in a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance of this Agreement by Parent, Merger Sub, Parent and Second Merger Sub do not, and the consummation by Parent, Merger Sub, Parent and Second Merger Sub of the transactions contemplated by this Agreement, do not and shall hereby will not: : (ia) contravene or conflict with, with any provisions of the respective charters or result in bylaws (or similar governing documents) of Parent or any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; its Significant Subsidiaries; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained 4.3, contravene or made, conflict with or violate constitute a violation of any Law provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent, Merger Sub, Parent or Second Merger Sub any Subsidiary of Parent or any of their respective properties or assets; ; (iiic) conflict with or result in any a breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in Parent’s or any of its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to having any third party any rights right of termination, amendment, acceleration, acceleration or cancellation, cancellation of or require any Consent loss of a material benefit under, (i) any Contract to which agreement, contract or other instrument binding upon Parent or any Subsidiary of its Subsidiaries is a party or otherwise bound as of the date hereof; Parent or (ivii) assuming compliance with the matters referred to in Section 4.3, any license, franchise, permit or other similar authorization held by Parent or any Subsidiary of Parent; or (d) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets material asset of Parent or any Subsidiary of its Subsidiaries, Parent; except, in the case of each of with respect to clauses (iib), (iii), c) and (iv)d) above, for any conflicts, violations, breachescontraventions, defaults, loss of benefitslosses, additional payments or Liens and other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure matters referred to obtain any Consents, in each case, such clauses that would not reasonably be expected to havenot, individually or in the aggregate, (i) have a material adverse effect Material Adverse Effect on Parent’s, (ii) impair the ability of Parent and Merger Sub’s, and Second Merger Sub’s ability Sub to consummate the transactions contemplated by this Agreement or (iii) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by Pare▇▇ ▇▇▇ Merger Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents certificate of Parent, incorporation or bylaws of Parent or Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate any Law applicable to Parent, Merger Subwith, or Second Merger Sub result in a violation or breach of any provision of any Applicable Law or (c) assuming compliance with the matters referred to in Section 5.03, require payment or notice to, or any of their respective properties consent or assets; (iii) result in other action by any breach of or Person under, constitute a default (breach or default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underviolation or breach of, result in Parent’s or give rise to any right of termination, suspension, cancellation, acceleration, payment or any other change of any rights or obligations of Parent or any of its Subsidiaries’ , or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any Contract binding on Parent or otherwise bound as any of its Subsidiaries or any Permit affecting, or relating to, the date hereof; assets or business of Parent and its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (iib) through (d), (iii), as have not had and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, ▇▇▇▇▇▇ and Second Merger Sub of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Documents organizational documents of Parent, Parent or Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of Section 4.02(c) have been obtained or madematters referred to in ‎Section 5.03, contravene, conflict with or violate any Law applicable to Parent, Merger Subwith, or Second Merger Sub result in a violation or breach of any provision of any Applicable Law or (c) assuming compliance with the matters referred to in ‎ ‎Section 5.03, require payment or notice to, or any of their respective properties consent or assets; (iii) result in other action by any breach of or Person under, constitute a default (breach or default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underviolation or breach of, result in Parent’s or give rise to any right of termination, suspension, cancellation, acceleration, payment or any other change of any rights or obligations of Parent or any of its Subsidiaries’ , or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any Contract binding on Parent or otherwise bound as any of its Subsidiaries or any Permit affecting, or relating to, the date hereof; assets or business of Parent and its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (iib) through (d), (iii), as have not had and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by each of Parent, Merger Sub I and Merger Sub II of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by each of Parent, Merger Sub, Sub I and Second Merger Sub II of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (ia) contravene or contravene, conflict with, with or result in any violation or breach of, of any provision of the Charter Documents certificate of incorporation or bylaws (or comparable Organizational Documents) of Parent, Merger SubSub I or Merger Sub II, or Second Merger Sub; (iib) assuming that all of the Consents contemplated by clauses (i) through (iv) of Governmental Permits referred to in Section 4.02(c) 5.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such Governmental Permit has been satisfied or waived, contravene, conflict with or violate result in a violation or breach of any Law applicable Applicable Law, (c) assuming compliance with the matters referred to Parentin Section 5.03, Merger Subrequire any consent by any Person under, constitute a default, or Second Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on entitled under any of the properties or assets of Parent or any of its SubsidiariesContract, except, except in the case of each of clauses (ii), (iii), b) and (iv)c) above, for any conflictssuch violation, violationsbreach, breachesdefault, defaultsright, loss of benefitstermination, additional payments or other liabilitiesamendment, alterationsacceleration, terminations, amendments, accelerations, cancellationscancellation, or Liens that, or where the failure to obtain any Consents, in each case, loss that would not reasonably be expected to havenot, individually or in the aggregate, a material adverse effect on reasonably be expected to prevent, materially impair or materially delay the ability of Parent’s, Merger Sub’s, and Second Sub I or Merger Sub’s ability Sub II to consummate the transactions contemplated by Transactions or perform their respective obligations under this AgreementAgreement on a timely basis.

Non-Contravention. The execution, delivery, delivery and performance by the Company of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, and Second Merger Sub the Company of the transactions contemplated by this Agreement, Transactions do not and shall not: will not (ia) contravene or contravene, conflict with, with or result in any violation or breach ofof any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (iib) assuming that all of the Consents contemplated by clauses (i) through (iv) of consents, approvals, authorizations and filings referred to in Section 4.02(c) 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Stockholder Approval and assuming the accuracy of the representation set forth in Section 5.11, contravene, conflict with or violate result in a violation or breach of any Applicable Law applicable to Parent, Merger Subor Payment Network Rule, or Second Merger Sub (c) assuming compliance with the matters referred to in Section 4.03, require any consent by or any of their respective properties or assets; (iii) result in notice to any breach of or Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries’ loss of Subsidiaries is entitled under any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Company Material Contract to which Parent the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of Parent or any of its Subsidiariesparty, except, except in the case of each of clauses (ii), (iii), b) and (iv)c) above, for any conflictssuch violation, violationsbreach, breachesdefault, defaultsright, loss of benefitstermination, additional payments amendment, acceleration, cancellation, loss, consent or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, notice that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies taken as a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this Agreementwhole.

Non-Contravention. The Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery, delivery and performance by the Company of this Agreement by Parent, Merger Sub, and Second Merger Sub the Ancillary Agreements and the consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, hereby and thereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Organizational Documents of Parentthe Company or any of its Subsidiaries, Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (imatters referred to in Section 3.03(a) through (iv) of Section 4.02(c) have been obtained or made3.03(e), contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 3.03(a) through Section 3.03(e), require any consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, 6 Table of Contents would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent the Company or any of its Subsidiaries is a party entitled under any provision of any agreement or otherwise bound as other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the date hereof; Company and its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent Company or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clauses clause (iib), such failures to obtain any such consent or other action referred to in clause (iiic), and (iv), for any conflicts, violations, breaches, such defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendmentscancellations, accelerations, cancellationschanges, losses or Liens thatreferred to in clauses (c) and (d), or where the failure to obtain any Consents, in each case, that would not reasonably be expected to have, individually have a Material Adverse Effect on the Company or in materially delay or impair the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability of the Company to perform its obligations or consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by ParentAgreement, Merger Subas applicable, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreementhereby, including the Merger, do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach ofof any provision of the certificates of incorporation or bylaws of Parent or Merger Subsidiary, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained or made5.03, contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 5.03, require any Permits, consent or other action by any Person under, or constitute a default (default, or an event that that, with or without notice or lapse of time time, or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any Permit, Contract or otherwise bound as other instrument binding upon Parent or any of the date hereof; its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization by which any asset of Parent or any of its Subsidiaries is bound, or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (iib) through (d), (iii), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Non-Contravention. The execution, delivery, delivery and performance by Parent and MergerSub of this Agreement, the execution delivery and performance by Parent of the Stock Option Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Merger Sub, Parent and Second Merger Sub MergerSub of the transactions contemplated by this Agreement, hereby and thereby (as applicable) do not and shall not: will not (ia) contravene or conflict withwith the restated certificate of incorporation or bylaws of Parent or the certificate of incorporation or bylaws of MergerSub, or result in any violation or breach of, the Charter Documents of Parent, Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (i) through (iv) of matters referred to in Section 4.02(c) have been obtained 5.03, contravene or made, conflict with any provision of law, regulation, judgment, injunction, order or violate any Law decree binding upon or applicable to Parent, Merger Sub, or Second Merger Sub Parent or any of their respective properties or assets; Parent Subsidiary, (iiic) result in any breach of or constitute a default (under or an event that with notice give rise to a right of termination, cancellation or lapse acceleration of time any right or both would become a default) under, result in Parent’s obligation of Parent or any of its Subsidiaries’ Parent Subsidiary or to a loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract status to which Parent or any Parent Subsidiary is entitled under any provision of its Subsidiaries is a party any agreement, contract or otherwise bound as of the date hereof; other instrument binding upon Parent or any Parent Subsidiary or any license, franchise, permit or other similar authorization held by Parent or any Parent Subsidiary, or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptParent Subsidiary other than, in the case of each of clauses (iib), (iiic) and (d), and (iv), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, such items that would not reasonably be expected to havenot, individually or in the aggregate, (x) be reasonably likely to have a material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s Parent Material Adverse Effect or (y) prevent or materially impair the ability of Parent or MergerSub to consummate the transactions contemplated by this Agreement or the Stock Option Agreement.

Non-Contravention. The execution, delivery, delivery and performance by Parent and Merger Subsidiary of this Agreement by Parent, Merger Sub, and Second Merger Sub and the consummation by Parent, Parent and Merger Sub, and Second Merger Sub Subsidiary of the transactions contemplated by this Agreement, hereby do not and shall not: will not (ia) contravene or contravene, conflict with, or result in any violation or breach of, of any provision of the Charter Organizational Documents of ParentParent or Merger Subsidiary, Merger Sub, or Second Merger Sub; (iib) assuming that all of compliance with the Consents contemplated by clauses (imatters referred to in Section 4.03(a) through (iv) of Section 4.02(c) have been obtained or made4.03(e), contravene, conflict with or violate any Law applicable to Parent, Merger Sub, or Second Merger Sub or any of their respective properties or assets; (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 4.03(a) through Section 4.03(e), require any consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, result in Parent’s or cause or permit the termination, cancellation, acceleration or other change of any of its Subsidiaries’ right or obligation or the loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party entitled under any provision of any Contract binding upon Parent or otherwise bound as any of its Subsidiaries or any Contract, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the date hereof; assets or business of Parent and its Subsidiaries or (ivd) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clauses clause (iib), such failures to obtain any such consent or other action referred to in clause (iiic), and (iv), for any conflicts, violations, breaches, such defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendmentscancellations, accelerations, cancellationschanges, losses or Liens thatreferred to in clauses (c) and (d), or where the failure to obtain any Consents, in each case, that has not had and would not reasonably be expected to have, individually have a Material Adverse Effect on Parent or in materially delay or impair the aggregate, a material adverse effect on Parent’s, ability of each of Parent and Merger Sub’s, and Second Merger Sub’s ability Subsidiary to perform its obligations or consummate the transactions contemplated by this Agreement.