Common use of Noncontravention Clause in Contracts

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest security interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or and the Transaction Documentation to which it is a partyParent Ancillary Agreements do not, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyand thereby and compliance with the provisions of hereof and thereof will not, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute violation of or default (with or without due notice or lapse of time or both) a default underunder (i) the certificate of incorporation or by-laws of Parent or Sub, result in the acceleration of obligations under(ii) any instrument, create in any party any right to terminate, modify agreement or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, Sub is a party or by which either of them is bound that has been or is required to which have been, filed by the Parent with the SEC as an exhibit (whether incorporated by reference of filed separately) to the Parent's annual report on Form 10-K for its fiscal year ended April 3, 1998 or in any of other document filed by Parent with the SEC under the 1993 Act or the Exchange Act after April 3, 1998 and prior to the Agreement Date (the "PARENT SEC DOCUMENTS"), or (iii) any governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Sub or their assets are subjectrespective properties or assets, exceptother than, in the case of the foregoing clauses clause (bii) and or (ciii), for (i) any conflictsuch conflicts, breachviolations, defaultdefaults, acceleration, termination, modification rights or cancellation which Liens that individually or in the aggregate would not reasonably be expected to (x) have a Parent Material Adverse Effect on Parent or Sub, (y) materially impair the ability of Parent or Sub to perform its obligations under this Agreement and would not reasonably be expected the Parent Ancillary Agreements or (z) prevent the consummation of any of the transactions contemplated by this Agreement and the Parent Ancillary Agreements. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to adversely affect Parent or Sub in connection with its execution and delivery of this Agreement and the Parent Ancillary Agreements or the consummation of the transactions contemplated by hereby or and thereby, except for (ii1) any noticethe filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XXX"), consent or waiver (0) the absence filing with the SEC and the National Association of which would not reasonably Securities Dealers, Inc. of (A) the Schedule 14D-1 and (B) such reports under Section 13(a) and 16(a) of the Exchange Act of the Exchange Act as may be expected to have a required in connection with this Agreement and the Parent Material Adverse Effect Ancillary Agreements and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, hereby and thereby and (d3) result in the imposition of any Security Interest upon any assets filing of the Parent or Certificate of Merger with the Acquisition Subsidiary or (e) violate any Laws applicable Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectdo business.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by Acquiree and the Parent or the Acquisition Subsidiary, as the case may be, Acquiree Stockholders of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by Acquiree and the Parent or the Acquisition Subsidiary, as the case may be, Acquiree Stockholders of the transactions contemplated hereby or therebyhereby, will (a) conflict with or violate any provision of the organizational documents or bylaws Acquiree’s articles of the Parent or the Acquisition Subsidiaryassociation, as the case may beamended to date, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Acquiree any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), other than filing of Form D with the SEC except for such permits, authorizations, consents and any applicable state securities filings with respect approvals for which Acquiree is obligated to the offering of the Merger Sharesuse its Reasonable Best Efforts (as defined in Section 4.1), which will be completed by Parent following the Effective Timeto obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, Acquiree is a party or by which either Acquiree is bound or to which any of their assets are is subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, for which Acquiree is obligated to use its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent an Acquiree Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (iiiii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent an Acquiree Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Parent or the Acquisition Subsidiary Acquiree or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Acquiree or the Acquisition Subsidiaryany of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, exceptpledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the case Ordinary Course of Business (as defined below) of Acquiree and not material to Acquiree; and “Ordinary Course of Business” means the foregoing clause ordinary course of Acquiree’s business, consistent with past custom and practice (eincluding with respect to frequency and amount), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to compliance by Axent and/or the Transitory Subsidiary with any obligations they may have relating to (i) the applicable requirements of the Securities Act, (ii) any applicable state or foreign securities laws, (iii) the Exchange Act, (iv) the filing of the Certificate of Merger as required by the DGCLDelaware General Corporation Law, and (v) the filing with the SEC, the NMS and the NASD of any registration statement and the declaration by the SEC of the effectiveness of such registration statement, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement and the Stock Option Exchange Agreements by Axent or the Transaction Documentation to which it is a party, Transitory Subsidiary nor the consummation by the Parent Axent or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or thereby, and thereby will (a) conflict with or violate any provision of the organizational documents charter or bylaws By-laws of the Parent Axent or the Acquisition Transitory Subsidiary, as the case may be, (b) require on the part of the Parent Axent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Parent Axent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either is bound or to which any of their assets are subject, except(d) violate any order, in the case writ, injunction, decree, statute, rule or regulation applicable to Axent or any of the foregoing clauses (b) and (c)its Subsidiaries or any of their properties or assets, for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (de) result in the imposition of any a Security Interest upon any of the property or assets of the Parent Axent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectits Subsidiaries.

Noncontravention. Subject to compliance with the filing applicable requirements of the Certificate Securities Act of Merger 1933, as required by amended, the DGCLSecurities Exchange Act of 1934, neither as amended and any applicable state securities laws, the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or by Lxxxxx Laser, the Transaction Documentation to which it is a partysale and delivery of Lxxxxx Common Stock, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Lxxxxx Laser of the transactions contemplated hereby or therebyhereby, will not: (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent Lxxxxx Laser Charter or the Acquisition Subsidiary, as the case may be, Bylaws; (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Lxxxxx Laser any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect filing, permit, authorization, consent or approval which if not made or obtained would not have any change or effect that is materially adverse to the offering properties, assets, business, condition (financial or otherwise), prospects or results of the Merger Sharesoperations of Lxxxxx Laser or any Subsidiary, which will be completed by Parent following the Effective Time, taken as a whole (a “Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in its SEC Filings or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case Section 3.4 of the foregoing clauses (b) and (c)Disclosure Schedule, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification modification, cancellation, notice, consent or cancellation which waiver that would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, on Lxxxxx Laser; (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary Lxxxxx Laser; or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Lxxxxx Laser, any of its properties or the Acquisition Subsidiaryassets, exceptother than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in the case of the foregoing clause clauses (a) through (e), such violations that ) (inclusive) hereof which would not reasonably be expected to have a Parent Material Adverse EffectEffect on Lxxxxx Laser.

Noncontravention. Subject to the filing Consents. Provided that all consents, approvals, authorizations and other actions described in Section 3.1(e) of the Certificate of Merger as required by the DGCLDisclosure Schedule have been obtained or taken, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it Documents by each Seller Party that is a partyparty thereto do not, nor the performance by it of its obligations thereunder will not, and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby thereby by such Seller Party will not, (i) violate or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws provisions of the Parent or the Acquisition Subsidiary, as the case may beOrganizational Documents of any Seller Party, (bii) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect subject to the offering of matters referred to in the Merger Sharesnext sentence, which will be completed by Parent following the Effective Time, (c) conflict with, result in a material breach ofof or default (or event which, constitute (with or without due the giving of notice or lapse of time or both, would constitute a default) under, require consent, approval or authorization under, give rise to a right of termination, acceleration or cancellation under, or result in the creation of any Lien on any property, right or asset of any Company under, any Contract to which any Company is a party, (iii) subject to the matters referred to in the next sentence and except as otherwise set forth in Section 3.1(e) of the Disclosure Schedule, violate or conflict with any Applicable Law or Governmental Order applicable to any Company or by which any of them or any of their respective material properties, assets or rights is bound or subject, or (iv) result in a material breach or violation of any of the terms or conditions of, result in a default under, result or otherwise cause an impairment or revocation of, any Permit used in the acceleration of obligations underBusiness. No material consent, create in any party any right to terminate, modify approval or cancelauthorization of, or require any noticedeclaration or filing with, consent or waiver undernotice to, any contract Governmental Entity is required by or instrument with respect to which any Seller Party in connection with the Parent or the Acquisition Subsidiary, as the case may be, execution and delivery of any Transaction Document by any Seller Party that is a party thereto, the performance by it of its obligations thereunder, or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation by the Seller Parties of the transactions contemplated hereby or and thereby, except for (i) the filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (ii) any noticethe consents, consent approvals, authorizations, declarations, filings or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation notices set forth in Section 3.1(e) of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectDisclosure Schedule.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or by Parent, Intermediate Holdco and Merger Sub does not, and the Transaction Documentation to which it is a partyperformance of the obligations of Parent, nor Intermediate Holdco and Merger Sub hereunder and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, them of the transactions contemplated hereby or therebywill not, will (a) conflict with or subject to the receipt of the Required Parent Vote and the adoption of this Agreement by Intermediate Holdco in its capacity as the sole stockholder of Merger Sub, violate any provision of the organizational documents Organizational Documents of Parent, Intermediate Holdco or bylaws of the Merger Sub or any other Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a violation or breach of any provision of, or constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party or give rise to any right to terminateof termination, modify cancellation, payment, acceleration or cancel, or require revocation under any notice, consent or waiver under, any contract or instrument Contract to which the Parent, Intermediate Holdco, Merger Sub or any other Parent or the Acquisition Subsidiary, as the case may be, Subsidiary is a party or by which either is bound Parent, Intermediate Holdco, Merger Sub or to which any other Parent Subsidiary or any of their respective assets are or properties may be bound, (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any property or asset of Parent, Intermediate Holdco, Merger Sub or any other Parent Subsidiary, or (d) assuming the Required Parent Vote and all consents, approvals, authorizations and Permits contemplated by Section 4.05 have been obtained, and all filings, registrations or notifications in Section 4.05 have been made, violate or conflict with any Law to which Parent, Intermediate Holdco, Merger Sub or any other Parent Subsidiary is subject, except, in the case of the foregoing clauses (b), (c) and (cd), for (i) any conflictviolations, breachbreaches, defaultdefaults, accelerationterminations, terminationcancellations, modification payments, accelerations, revocations, creations, impositions or cancellation which would conflicts which, individually or in the aggregate, have not reasonably be expected to have a Parent Material Adverse Effect had and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any noticehave, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing Except as disclosed in Section 4(f) of the Certificate of Merger as required by the DGCLIBS Disclosure Letter, neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any Government Entity to which IBS or any of its Subsidiaries is subject or any provision of the organizational documents charter or bylaws by-laws of the Parent IBS or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent either IBS or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either it is bound or to which any of their its assets are is subject, except, except in the case of clause (ii) where the foregoing clauses (b) and (c)violation, for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation or cancellation which failure to give notice would not reasonably be expected to have a Parent an IBS Material Adverse Effect Effect. Other than as required under the provisions of the Xxxx-Xxxxx-Xxxxxx Act, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and would not reasonably be expected state securities laws, neither IBS nor any of its Subsidiaries needs to adversely affect give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the consummation of Parties to consummate the transactions contemplated hereby by this Agreement, except where the failure to give notice, to file or (ii) to obtain any noticeauthorization, consent or waiver the absence of which approval would not reasonably be expected to have a Parent an IBS Material Adverse Effect and or except as set forth in Section 4(f) of the IBS Disclosure Letter. "REQUIRED IBS CONSENTS" means any authorization, consent or approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in Section 4(f) of the IBS Disclosure Letter would not be reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent an IBS Material Adverse EffectEffect for purposes of this Section 4(f).

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Seller of this Agreement or the Transaction Documentation Ancillary Agreements to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Seller of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or the Acquisition Subsidiary, as the case may beSeller, (b) require on the part of the Parent or the Acquisition SubsidiarySeller any material action by, as the case may be, any filing with, or any material permit, authorization, consent or approval of, any U.S. or foreign, federal, state, provincial, regional, county, municipal or local court, tribunal, administrative agency or commission or other governmental or regulatory authority or agency or any instrumentality of any of the foregoing (a “Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time”), (c) conflict with, result in a material breach of, constitute (with or without due notice or lapse of time or both) a default [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. under, result in the acceleration of any obligations under, create in any party any the right to terminate, modify any provision or cancel, or require any notice, consent or waiver under, any contract Material Business Contract listed or instrument required to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, be listed in the case Section 3.12 of the foregoing clauses (b) Business Disclosure Schedule, except for such consents and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected waivers as have been obtained prior to have a Parent Material Adverse Effect the Closing and would not reasonably be expected to adversely affect the consummation are set forth in Section 3.3 of the transactions contemplated hereby or Business Disclosure Schedule (ii) any noticeeach a “Required Consent” and collectively, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby“Required Consents”), (d) result in the imposition of any Security Interest Encumbrance upon any assets of the Parent or the Acquisition Subsidiary Business Assets, or (e) violate in any Laws material respect any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Acquisition Subsidiary, except, in the case any of the foregoing clause Business Assets. All of the Required Consents (e)i) will have been duly and validly obtained prior to the Closing and (ii) as of the Closing, such violations that would not reasonably will be expected to have a Parent Material Adverse Effectin full force and effect and enforceable in accordance with their terms.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of ---------------- this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any government, governmental agency or court to which either the Purchaser or its Subsidiaries is subject or any provision of the organizational documents charter or bylaws of either the Parent Purchaser or the Acquisition Subsidiary, as the case may be, its Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which either the Parent Purchaser or the Acquisition Subsidiary, as the case may be, its Subsidiaries is a party or by which either it is bound or to which any of their its assets are is subject, except, except in the case of clause (ii) where the foregoing clauses (b) and (c)violation, for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation or cancellation which failure to give notice would not reasonably be expected to have a Parent Material Adverse Effect material adverse effect on the business, financial condition or results of operations of the Purchaser and would not reasonably be expected its Subsidiaries taken as a whole or on the ability of the Parties to adversely affect the consummation of consummate the transactions contemplated hereby by this Agreement. Other than in connection with the provisions of the Xxxx-Xxxxx-Xxxxxx Act, Nasdaq, the Securities Exchange Act, the Securities Act, state securities laws, and with regard to any required governmental or regulatory approvals or consents relating to the telecommunications industry, the laws, rules or regulations of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands and of any other jurisdiction in which such approvals or consents may be required, and any other statutes, rules or regulations set forth in (iiS) 4(d) of the Purchaser Disclosure Letter, neither the Purchaser nor its Subsidiaries needs to give any noticenotice to, make any filing with or obtain any authorization, consent or waiver approval of any government or governmental agency in order for the absence of which would not reasonably be expected Parties to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of consummate the transactions contemplated herebyby this Agreement, (d) result in except where the imposition of failure to give notice, to file or to obtain any Security Interest upon any assets authorization, consent or approval would not have a material adverse effect on the ability of the Parent or Parties to consummate the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLThe execution, neither the execution delivery and delivery by the Parent or the Acquisition Subsidiary, as the case may be, performance of this Agreement or and the Transaction Documentation to which it is a partyCompany Stockholder Voting Agreement by Parent do not, nor and the consummation by Parent of the Merger and the other transactions contemplated by this Agreement and the Company Stockholder Voting Agreement and compliance by Parent or with the Acquisition Subsidiaryprovisions of this Agreement and the Company Stockholder Voting Agreement, as the case may be, of the transactions contemplated hereby or therebyapplicable, will (a) not, conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a any violation or breach of, constitute or default (with or without due notice or lapse of time time, or both) a default under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the acceleration creation of obligations any Lien in or upon any of the properties, rights or assets of Parent or any of its Subsidiaries under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver approval by, or any notice to, any person under, (i) subject to receipt of the Parent Stockholder Approval, the Parent Certificate or the Parent Bylaws, (ii) any contract or instrument Contract to which the Parent or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either is bound or to which any of their respective properties, rights or assets are subjectis subject or (iii) subject to receipt of the Parent Stockholder Approval and the governmental filings and other matters referred to in the following sentence, exceptany Law or Order applicable to Parent or any of its Subsidiaries or their respective properties, rights or assets, other than, in the case of the foregoing clauses (bii) and (ciii), for (i1) any conflictsuch conflicts, breachviolations, defaultbreaches, defaults, rights of termination, modification, cancellation or acceleration, terminationlosses or Liens and (2) any failure to obtain any such consents or approvals, modification in the case of clauses (1) and (2), that individually or cancellation which in the aggregate have not had and would not reasonably be expected to have a Parent Material Adverse Effect Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and would not reasonably be expected performance by Parent of this Agreement and the Ancillary Agreements to adversely affect which Parent is a party or the consummation by Parent of the Merger or the other transactions contemplated by this Agreement and such Ancillary Agreements, except for (1) (A) the filing of a premerger notification and report form by Parent under the HSR Act and the expiration or earlier termination of the waiting period required thereunder and (B) filings with respect to, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable Antitrust Law, (2) the filing with the SEC of (Y) the Form S-4 and (Z) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) any filings with and approvals of the Nasdaq Global Select Market, (4) any filings required pursuant to applicable foreign securities laws and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement, the Ancillary Agreements to which Parent is a party and the transactions contemplated hereby or and thereby, (ii5) any noticethe filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (6) such other consents, consent or waiver approvals, orders, authorizations, actions, registrations, declarations and filings the absence failure of which would not reasonably to be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result obtained or made individually or in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that aggregate have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject Except as shall be set forth on Schedule 3.4, to the filing Knowledge of the Certificate of Merger as required by the DGCLGCSI, neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with or violate any provision constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing Entity to which any of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, GCSI or its Subsidiaries is subject or (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any noticenotice or consent under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent GCSI or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or party, by which either GCSI or any of its Subsidiaries is bound or to which any of their assets are subject, except, subject (or result in the case imposition of the foregoing clauses (b) and (cany Lien upon any of their assets), for (i) any except where the violation, conflict, breach, default, default acceleration, termination, modification modification, cancellation, failure to give notice or cancellation which Lien would not reasonably be expected to have a Parent Material Adverse Effect Effect. Neither the execution and would not reasonably be expected to adversely affect the consummation delivery of the transactions contemplated hereby or (ii) any noticethis Agreement, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect nor the consummation of the transactions contemplated hereby, will violate any provision of the charter or bylaws (dor similar governing documents) result of GCSI or any of its Subsidiaries. To the Knowledge of GCSI, and other than in connection with (i) the imposition provisions of the Xxxx-Xxxxx-Xxxxxx Act, the Alabama Business Corporation Act, the Securities Act, the Securities Exchange Act and state securities laws, (ii) the necessary notices to and approvals or consents, if any, of the FCC, and (iii) the necessary notices to and approvals and consents, if any, of state public utility commissions or similar state regulatory bodies pursuant to applicable state laws regulating the telephone, commercial mobile radio service or other telecommunications business, none of GCSI or its Subsidiaries are required to give notice to, file with or obtain authorization, consent or approval of any Security Interest upon any assets of Governmental Entity in order for GCSI to perform its obligations under this Agreement, except where the Parent failure to give such notice, to file or the Acquisition Subsidiary to obtain such authorization, consent or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that approval would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger Shares, which will be completed by Parent following the Effective TimeFinancial Industry Regulatory Authority (“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that except for any violation which would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to Except for the filing applicable requirements of the Certificate Securities Act, the Exchange Act, any applicable state and foreign securities laws, the New York Stock Exchange, the Toronto Stock Exchange and the MGCL, none of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor Articles of Merger by Parent or Sub or the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, thereby will (a) conflict with or violate any provision of the charter, by-laws or similar organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, Sub or any of their respective Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Sub or any of their respective Subsidiaries any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than except for such filings, permits, authorizations, consents or approvals that have been obtained or where the failure to make such filing or obtain such permit, authorization, consent or approval would not individually or in the aggregate reasonably be expected to have a material adverse effect on the ability of Form D with Parent or Sub to timely consummate the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, transactions contemplated hereby or (c) conflict withviolate, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to terminateaccelerate, modify terminate or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Lien to which the Parent or the Acquisition Subsidiary, as the case may be, Sub or any of their respective Subsidiaries is a party or by which either Parent or Sub or any of their respective Subsidiaries is bound or to which any of their respective assets are subject, exceptis subject or any Law applicable to Parent or Sub or any of their respective Subsidiaries or any of their respective properties or assets; other than, in the case of the foregoing clauses (b) and clause (c)) above, for (i) any conflictsuch conflicts, breachviolations, defaultbreaches, accelerationdefaults, terminationaccelerations, modification terminations, cancellations, notices, consents, waivers or cancellation which Liens as would not individually or in the aggregate reasonably be expected to have a material adverse effect on the ability of Parent Material Adverse Effect and would not reasonably be expected or Sub to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of timely consummate the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate Articles of Merger as required by the DGCLBCA, neither the execution and delivery by the Parent or Parent, the Acquisition SubsidiarySubsidiary or Leaseco, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or Parent, the Acquisition SubsidiarySubsidiary or Leaseco, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or Parent, the Acquisition SubsidiarySubsidiary or Leaseco, as the case may be, (b) require on the part of the Parent or Parent, the Acquisition SubsidiarySubsidiary or Leaseco, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or Parent, the Acquisition SubsidiarySubsidiary or Leaseco, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or Parent, the Acquisition Subsidiary, except, in the case Subsidiary or Leaseco or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger Shares, which will be completed by Parent following the Effective TimeFinancial Industry Regulatory Authority (“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition SubsidiarySubsidiary or any of their properties or assets, except, in the case of the foregoing clause (e), such violations that except for any violation which would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, Entity other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger Shares, which will be completed by Parent following the Effective TimeFinancial Industry Regulatory Authority (“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Acquisition Subsidiary, except, in the case Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject Assuming (i) the filings required under the Xxxx-Xxxxx-Xxxxxx Act are made and the waiting period thereunder has been terminated or has expired, (ii) the applicable requirements of the NMS have been met, (iii) the prior notification and reporting requirements of the European Community pursuant to Council Regulation 4064/89, as amended (the "EU Competition Laws"), as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are complied with or made and the waiting period thereunder has been terminated or has expired and the necessary approvals, if any, have been obtained, (iv) the requirements of the Securities Act relating to the S-4 Registration Statement and the requirements of the Exchange Act relating to the proxy statement required in connection with the Company Special Meeting have been met, (v) the filing of the Certificate Articles of Merger and other appropriate merger documents, if any, as required by the DGCLColorado Business Corporation Act, neither are made and (vi) the Company Shareholder Approval has been obtained in accordance with the Colorado Business Corporation Act, the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or by the Transaction Documentation to which it is a party, nor Company and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Company of the transactions contemplated hereby will not: (A) violate or thereby, will (a) conflict with or violate any provision of the organizational documents Company's Articles of Incorporation or bylaws Bylaws; (B) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to the Parent Company or the Acquisition Subsidiary, as the case any of its Subsidiaries or by which any of their respective properties or assets may be, be bound; (bC) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing by the Company or any of its Subsidiaries with, or the obtaining by the Company or any of its Subsidiaries of any permit, authorization, consent or approval of, or the giving of any Governmental Entitynotice by the Company or any of its Subsidiaries to, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Sharesgovernmental or regulatory body, which will be completed by Parent following the Effective Time, agency or authority; or (cD) conflict with, result in a violation or breach of, conflict with or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the acceleration creation of obligations any Security Interest upon any of the properties or assets of the Company or any of its Subsidiaries under, create in or give rise to any party obligation, right of termination, cancellation, acceleration or increase of any right to terminate, modify obligation or cancel, or require any notice, consent or waiver a loss of a material benefit under, any contract of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party party, or by which either is bound any such Person or to which any of their its properties or assets are subject, except, in bound (other than the case of actions taken with respect to the foregoing clauses (b) Company Stock Options and (cthe Warrants pursuant to Section 5.17), for (i) any conflictexcept in all such cases where the violation, breach, default, acceleration, termination, modification default or cancellation which failure to file would not reasonably be expected to have a Parent Material Adverse Effect and on the Company or would not reasonably be expected to adversely affect impair or materially delay the consummation ability of the Company to consummate the Merger and the other transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectby this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the other Transaction Documentation Documents to which it the Purchaser is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (ai) conflict with violate any statute, regulation or rule of any Authority to which the Purchaser is subject (except for violations which would not have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby), (ii) violate any injunction, judgment, order, decree or ruling of any Authority to which the Purchaser is subject or any provision of the organizational documents its Charter or bylaws of the Parent or the Acquisition Subsidiaryother organizational document, as the case may be, or (biii) require on the part except as set forth in Section 4(c) of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) Disclosure Schedule conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any noticenotice under any agreement, consent or waiver undercontract, any contract lease, license or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, Purchaser is a party or by which either it is bound or to which any of their its assets are is subject, except, . Except as disclosed in the case Section 4(c) of the foregoing clauses (b) and (c)Disclosure Schedule, the Purchaser is not required give any notice to, make any filing with, or obtain any authorization, consent or approval of any Authority in order for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected it to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of consummate the transactions contemplated hereby by this Agreement or (iithe other Transaction Documents to which it is a party. Notwithstanding the foregoing, in order to purchase the Shares herein, the Purchaser and the Sellers must comply with the applicable waiting period subsequent to the filing of their respective Hart-Scott-Rodino Pre-merger Xxxxxxxxxxxx Xxxxs. With respect to any such disclosures listed in Section 4(c) any noticeof the Disclosure Schedule, consent or waiver the absence of which would not reasonably be expected Purchaser shall, prior to have a Parent Material Adverse Effect and would not reasonably be expected the Closing Date, perform all acts necessary to adversely affect the consummation of consummate the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent by this Agreement or the Acquisition Subsidiary or (e) violate any Laws applicable other Transaction Documents to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have which Purchaser is a Parent Material Adverse Effectparty.

Noncontravention. Subject to Except for the filing applicable requirements of the Certificate Securities Exchange Act of Merger 1934, as required by amended (the DGCL"Exchange Act"), neither any applicable state and foreign securities laws, and if applicable, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Bankruptcy Code, the Confirmation Order and the Amended Plan, none of the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement by the Debtor, and the execution and filingwith the Bankruptcy Court of the Amended Plan by the Debtor or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions thetransactions contemplated hereby or thereby, thereby will (a) conflict with or violate any provision of the organizational documents respective charters or bylaws by-laws of the Parent or the Acquisition Subsidiary, as the case may be, Debtor and its Subsidiaries; (b) except as disclosed in Section 2.14(d) of the Debtor Disclosure Schedule, require on the part of the Parent Debtor or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), other than filing of Form D with where the SEC and any applicable state securities filings with respect failure to make or obtain such filings, permits, authorizations, consents or approvals could not reasonably be expected to have, individually or in the offering aggregate, a Debtor Material Adverse Effect or materially adversely affect the ability of the Merger Shares, which will be completed by Parent Surviving Corporation to operate the business of the Debtor or any of its Subsidiaries following the Effective Time, ; (c) except for the Required Waivers and Consents (as defined in Section 5.2(d)) and except as set forth in Section 2.13(b) of the Debtor Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract post-petition contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below in this Section 2.3) or other arrangement to which the Parent Debtor or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either the Debtor or any of its Subsidiaries is bound or to which any of their respective assets are subjectis subject or any judgment, exceptorder, in writ, injunction, decree, statute, rule or regulation applicable to the case Debtor or any of the foregoing clauses (b) and (c)its Subsidiaries or any of their respective properties or assets, for (i) any conflictother than such conflicts, breachviolations, defaultbreaches, accelerationdefaults, terminationaccelerations,terminations, modification modifications, cancellations or cancellation which would notices, consents or waivers that could not reasonably be expected to have have, individually or in the aggregate, a Parent Debtor Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby Effect; or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent Debtor or any of its Subsidiaries. For purposes of this Agreement, the Acquisition Subsidiary term "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or other lien (e) violate any Laws applicable to the Parent whether arising by contract or the Acquisition Subsidiaryby operation of law), except, other than liens arising in the case ordinary course of business consistent with the foregoing clause Debtor and its Subsidiaries'past custom and practice, including with respect to frequency and amount (ethe "Ordinary Course of Business"), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.. -6- 2.4

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any government, governmental agency or court of competent jurisdiction (a "GOVERNMENT ENTITY") to which the Company or any of its Subsidiaries is subject or any provision of the organizational documents charter or bylaws by-laws of the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either it is bound or to which any of their its assets are is subject, exceptexcept where the violation, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation, or cancellation which failure to give notice would not reasonably be expected to have a Parent Company Material Adverse Effect or except as set forth in ss.3(f) of the Company Disclosure Letter. Other than as required under the provisions of the Hart-Scott-Rodino Act, Xxxxxxx Xxxxxxxtion Laws, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and would not reasonably be expected state securities laws, neither the Company nor any of its Subsidiaries needs to adversely affect give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the consummation of Parties to consummate the transactions contemplated hereby by this Agreement, except where the failure to give notice, to file or (ii) to obtain any noticeauthorization, consent or waiver the absence of which approval would not reasonably be expected to have a Parent Company Material Adverse Effect and or except as set forth in ss.3(f) of the Company Disclosure Letter. "REQUIRED COMPANY CONSENTS" means any authorization, consent or approval of a Government Entity or other Third Party required to be obtained pursuant to any Foreign Competition Laws or state securities laws or so that a matter set forth in ss.3(f) of the Company Disclosure Letter would not be reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Company Material Adverse EffectEffect for purposes of this ss.3(f).

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or and the Transaction Documentation to which it is a partyVoting Agreement by Parent and this Agreement by Merger Sub do not, nor and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement and the Voting Agreement and compliance by Parent or and Merger Sub with the Acquisition Subsidiaryprovisions of this Agreement and the Voting Agreement, as the case may be, of the transactions contemplated hereby or therebyapplicable, will (a) not, conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a any violation or breach of, constitute or default (with or without due notice or lapse of time time, or both) a default under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the acceleration creation of obligations underany Lien in or upon any of the properties, create in rights or assets of Parent, Merger Sub or any party of Parent’s Subsidiaries under (i) subject to receipt of the Parent Stockholder Approval, the Parent Certificate or the Parent Bylaws, the Merger Sub Certificate or the Merger Sub Bylaws or the comparable organizational documents of any right to terminateof Parent’s Significant Subsidiaries, modify or cancel, or require (ii) any notice, consent or waiver under, any contract or instrument Contract to which the Parent Parent, Merger Sub or the Acquisition Subsidiary, as the case may be, any of Parent’s Subsidiaries is a party or by which either is bound or to which any of their respective properties, rights or assets are subjectis subject or (iii) subject to receipt of the Parent Stockholder Approval and the governmental filings and other matters referred to in the following sentence, exceptany Law or Order applicable to Parent, Merger Sub or any of Parent’s Subsidiaries or their respective properties, rights or assets, other than, in the case of the foregoing clauses (bii) and (ciii), for (i) any conflictsuch conflicts, breachviolations, defaultbreaches, defaults, rights of termination, modification, cancellation or acceleration, termination, modification losses or cancellation which Liens that individually or in the aggregate have not had and would not reasonably be expected to have a Parent Material Adverse Effect Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent, Merger Sub or any of Parent’s Subsidiaries in connection with the execution and would not reasonably be expected to adversely affect delivery of this Agreement and the Voting Agreement by Parent and Merger Sub, as applicable, or the consummation by Parent and Merger Sub of the Merger or the other transactions contemplated by this Agreement and the Voting Agreement, as applicable, except for (1) (A) the filing of a premerger notification and report form by Parent under the HSR Act and the termination of the waiting period required thereunder and (B) filings with respect to, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable Antitrust Law, (2) the filing with the SEC of (Y) the Form S-4 and (Z) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) any filings with and approvals of the NYSE, (4) any filings required pursuant to applicable foreign securities laws and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement, the Voting Agreement and the transactions contemplated hereby or and thereby, (ii5) any noticethe filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the delivery of the Certificate of Amendment to the Department of State of the State of New York and (6) such other consents, consent or waiver approvals, orders, authorizations, actions, registrations, declarations and filings the absence failure of which would not reasonably to be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result obtained or made individually or in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing (a) Except as set forth in Section 3.3(a) of the Certificate of Merger as required by the DGCLDisclosure Schedule, neither the execution and delivery by the Parent IMS or the Acquisition Subsidiary, as the case may be, Company of this Agreement or and the other Transaction Documentation Agreements to which it either of them is a party, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not result in the creation of any lien, pledge, claim, charge, mortgage, encumbrance or therebyother security interest of any kind, whether arising by Contract or by operation of Law (a "Lien"), in or upon any of the properties or assets of IMS or its Affiliates that are material to the conduct of the CD Business. Except as set forth in Section 3.3(a) of the Disclosure Schedule, the execution and delivery by IMS or the Company of this Agreement and the other Transaction Agreements to which either of them is a party, and the consummation of the transactions contemplated hereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not (ai) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute any violation or default (with or without due notice or lapse of time or both) a default under, (ii) give rise to a right of, or result in, termination or cancellation of, or acceleration of any obligation under, (iii) result in the acceleration a loss of obligations a material benefit under, create in or (iv) give rise to any party any right to terminateincreased, modify additional, accelerated or cancel, guaranteed rights or require any notice, consent or waiver entitlements under, any contract provision of (A) the Constitutive Documents of IMS or instrument the Company, (B) any material Business Contract to which the Parent IMS or any of its Affiliates or the Acquisition Subsidiary, as the case may be, Company is a party or by which either is bound by, or to any Contributed Assets are bound by or subject, or under which IMS or any of their assets are subjectits Affiliates or the Company has material rights or benefits or (C) subject to the governmental filings and other matters referred to in Section 3.3(b), exceptany constitution, act, statute, law (including common law), ordinance, treaty, rule or regulation of any Governmental Entity (a "Law") or any judgment, order or decree (a "Judgment"), in the each case applicable to IMS or any of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent its Affiliates or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent Contributed Assets or the Acquisition SubsidiaryPurchased Assets, except, in or the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectCompany.

Noncontravention. Subject to CCA compliance with the filing applicable requirements of the Certificate of Merger as required by the DGCLSecurities Act and any applicable state securities laws, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyby CCA, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, CCA of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent CCA Charter or the Acquisition Subsidiary, as the case may be, Operating Agreement; (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, CCA any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing (i) those required solely by reason of Form D with CCA’s participation in the SEC transactions contemplated hereby, (ii) those required to be made by CCA, and (iii) any applicable state securities filings with respect to the offering of the Merger Sharesfiling, permit, authorization, consent or approval which will be completed by Parent following the Effective Time, if not made or obtained would not have a Material Adverse Effect on CCA; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiarylisted in Section 2.4 of CCA Disclosure Schedule, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification modification, cancellation, notice, consent or cancellation which waiver that would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, on CCA; (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary CCA; or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent CCA, any of its properties or the Acquisition Subsidiaryassets, exceptother than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in the case of the foregoing clause clauses (a) through (e), such violations that ) (inclusive) hereof which would not reasonably be expected to have a Parent Material Adverse EffectEffect on CCA.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub of any of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, and Merger Sub; (b) require on the part of the Parent or the Acquisition SubsidiaryMerger Sub any registration, as the case may be, any declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental EntityAuthority, except for (i) to the extent applicable, the filing by Parent or Merger Sub of such reports and information with the SEC under the Securities Exchange Act, as may be required in connection with this Agreement and the other than transactions contemplated by this Agreement, including the filing of Form D with the SEC and any applicable state securities filings declaration of effectiveness under the Securities Act of a registration statement on Form S-4 in connection with respect to the offering issuance of the Parent Merger Shares, which will be completed by Parent following (ii) the Effective Timenotification requirements under the HSR Act, or filings or notifications related to other Antitrust Laws, if applicable, (ciii) conflict withthe filing of the Certificate of Merger with the Secretary of State of the State of Delaware, result in a breach ofand (iv) any registration, constitute (with or without due notice or lapse of time or both) a default underdeclaration, result in the acceleration of obligations underfiling, create in any party any right to terminatepermit, modify or cancelorder, or require any noticeauthorization, consent or waiver under, any contract approval which if not made or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which obtained would not reasonably be expected to have a material adverse effect on Parent’s or Merger Sub’s ability to execute and deliver this Agreement or consummate the Closing or the other transactions contemplated hereby (a “Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or Effect”); (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (ec) violate any Laws Legal Requirement applicable to the Parent or the Acquisition Subsidiaryany of its properties or assets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have a Parent Material Adverse Effect; (d) conflict with or violate any material contract of Parent, except for any conflict or violation that would not reasonably be expected to have a Parent Material Adverse Effect, (e) render Parent insolvent or unable to pay its debts as they become due.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the any other Transaction Documentation to which it is a partyDocument, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, thereby will (ai) conflict with violate any statute, regulation or rule applicable to Torita, (ii) violate any judgment, order, decree, stipulation, injunction, charge, or other restriction of any government, governmental agency, or court to which Torita is subject or any provision of the organizational documents Articles of Organization or bylaws Operating Agreement of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withTorita, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any Person the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any contract, consent lease, sublease, license, sublicense, franchise, permit, indenture, agreement or waiver undermortgage for borrowed money, any contract instrument representing indebtedness, security interest, or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, Torita is a party or by which either it is bound or to which any of their assets are the Torita Assets is subject, exceptexcept where such conflict, in breach or default would not have a material adverse effect on the case financial condition or operations of Torita and its Subsidiaries taken as a whole or on the ability of the foregoing clauses (b) parties to consummate the transactions contemplated by this Agreement. Other than in connection with or in compliance with the provisions of Delaware law, federal and (c)state securities laws, Torita is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for (i) any conflictthe parties to consummate the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation or performance of any of the transactions contemplated hereby will, directly or indirectly, with or without the notice or lapse of time: (i) give any governmental authority the right to revoke, withdraw, suspend, cancel, or modify any governmental authorization that is held by Torita or that otherwise relates to the business or any of the Torita Assets, (ii) cause Torita to become subject to or to become liable for the payment of any noticetax, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation (iii) cause any of the transactions contemplated herebyTorita Assets to be reassessed or revalued by any taxing authority or other governmental authority, or (div) result in the imposition or creation of any Security Interest Encumbrance upon or with respect to any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectTorita Assets.

Noncontravention. Subject to the filing of the Certificate of ---------------- Merger as required by the DGCLDelaware General Corporation Law, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Adsmart of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Adsmart of the transactions contemplated hereby or therebyhereby, will (a) conflict with or violate any provision of the organizational documents Restated Certificate of Incorporation or bylaws Amended and Restated By-laws of the Parent Adsmart or the Acquisition Subsidiarycharter, By-laws or other organizational document of any Subsidiary (as the case may bedefined below), (b) require on the part of the Parent Adsmart or the Acquisition Subsidiary, as the case may be, any Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Adsmart or the Acquisition Subsidiary, as the case may be, any Subsidiary is a party or by which either Adsmart or any Subsidiary is bound or to which any of their assets are is subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent an Adsmart Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent an Adsmart Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Parent Adsmart or the Acquisition any Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Adsmart, any Subsidiary or the Acquisition Subsidiaryany of their properties or assets. For purposes of this Agreement: "Security Interest" means any mortgage, exceptpledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the case Ordinary Course of Business (as defined below) of Adsmart and not material to Adsmart; and "Ordinary Course of Business" means the foregoing clause (e)ordinary course of Adsmart's business, such violations that would not reasonably be expected to have a Parent Material Adverse Effectconsistent with past custom and practice.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLGCL, neither the execution and delivery by the Parent or Parent, the Acquisition SubsidiarySubsidiary or Media, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or Parent, the Acquisition SubsidiarySubsidiary or Media, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or Parent, the Acquisition SubsidiarySubsidiary or Media, as the case may be, (b) require on the part of the Parent or Parent, the Acquisition SubsidiarySubsidiary or Media, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or Parent, the Acquisition Subsidiary, or Media, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or Parent, the Acquisition Subsidiary, except, in the case Subsidiary or Media or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by Acquiree and the Parent or the Acquisition Subsidiary, as the case may be, Acquiree Members of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by Acquiree and the Parent or the Acquisition Subsidiary, as the case may be, Members of the transactions contemplated hereby or therebyhereby, will (a) conflict with or violate any provision of the organizational documents Acquiree’s or bylaws Acquiree Subsidiary’s articles of the Parent or the Acquisition Subsidiaryorganization, as the case may beamended to date, (b) require on the part of the Parent Acquiree or the Acquisition Subsidiary, as the case may be, Acquiree Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), other than filing of Form D with the SEC except for such permits, authorizations, consents and any applicable state securities filings with respect approvals for which Acquiree or Acquiree Subsidiary is obligated to the offering of the Merger Sharesuse its Reasonable Best Efforts (as defined in Section 4.1), which will be completed by Parent following the Effective Timeto obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Acquiree or the Acquisition Subsidiary, as the case may be, Acquiree Subsidiary is a party or by which either Acquiree or Acquiree Subsidiary is bound or to which any of their assets are is subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, for which Acquiree or Acquiree Subsidiary is obligated to use its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent an Acquiree Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (iiiii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent an Acquiree Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Parent Acquiree or the Acquisition Acquiree Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Acquiree or the Acquisition SubsidiaryAcquiree Subsidiary or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, exceptpledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the case Ordinary Course of Business (as defined below) of Acquiree or Acquiree Subsidiary and not material to Acquiree; and “Ordinary Course of Business” means the foregoing clause ordinary course of Acquiree’s business, consistent with past custom and practice (eincluding with respect to frequency and amount), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing Assuming receipt of the Certificate HSR Approval and the Governmental Authorizations set forth on Exhibit D, except as set forth on Schedule 3D of Merger as required by the DGCLCompany Disclosure Letter, neither the execution execution, delivery and delivery by the Parent or the Acquisition Subsidiary, as the case may be, performance of this Agreement or the Transaction Documentation to which it is a partyby Seller do not, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Seller of the transactions contemplated hereby or therebywill not, will (ai) conflict with contravene or violate any provision of the organizational documents or bylaws Organizational Documents of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withSeller, or permit, authorization, consent or approval (ii) constitute a material default of, give any Governmental Entity, other than filing of Form D with third party the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancelaccelerate any obligation under, or require any noticeauthorization, consent consent, approval, exemption or waiver underother action by, or notice to, any contract or instrument Governmental Entity as a result of, any Order to which the Parent or the Acquisition Subsidiary, as the case may beSeller, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected with respect to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e)ii) as would not, such violations that would not reasonably individually or in the aggregate, be expected material. 3E. Title. Seller owns, beneficially and of record, each Seller Interest free and clear of all Liens other than those arising pursuant to this Agreement and applicable securities Laws. All of the Seller Interests have been duly authorized and validly issued pursuant to the Company’s Organizational Documents. Except as set forth on Schedule 3E of the Company Disclosure Letter, (i) there are no outstanding options, warrants or other rights to purchase or otherwise acquire any equity interests of the Company or its Subsidiaries or obligations of any kind convertible into or exchangeable for any equity interests of the Company or its Subsidiaries, (ii) there are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities of the Company or its Subsidiaries and (iii) there are no voting trusts, limited liability company agreements, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a Parent Material Adverse Effect.party

Noncontravention. Subject to compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Act and the filing of the Certificate Articles of Merger as required by the DGCL, neither the execution and delivery by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or therebyhereby, will (a) conflict with or violate any provision of the organizational documents charter or bylaws By-laws of the Parent Buyer or the Acquisition Transitory Subsidiary, as the case may be, (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with except where the SEC failure to be provide such notice or obtain any such permit, authorization, consent or approval, individually or in the aggregate, has not had and any applicable state securities filings with respect would not reasonably be expected to the offering of the Merger Shares, which will be completed by Parent following the Effective Timehave a Buyer Material Adverse Effect, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any material contract or instrument to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), subject except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer or the Acquisition SubsidiaryTransitory Subsidiary or any of their properties or assets, exceptexcept where any such violation, individually or in the case of the foregoing clause (e)aggregate, such violations that has not had and would not reasonably be expected to have a Parent Buyer Material Adverse Effect.

Noncontravention. Subject to the filing Except for applicable requirements of the Certificate of Merger as Hart-Xxxxx-Xxxxxx Xxx and the notice required to be filed by the DGCLBuyer under the Investment Canada Act not more than 30 days after the Closing, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or by the Transaction Documentation to which it is a partyBuyer, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Buyer of the transactions contemplated hereby or therebyhereby, will (a) conflict with or violate any provision of the organizational documents charter or bylaws by-laws of the Parent or the Acquisition Subsidiary, as the case may beBuyer, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Buyer any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to have a material adverse effect on the assets, business, financial condition or results of Form D with the SEC and any applicable state securities filings with respect to the offering operations of the Merger Shares, which will be completed Buyer or on the ability of the Parties to consummate the transactions contemplated by Parent following the Effective Timethis Agreement, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, Buyer is a party or by which either the Buyer is bound or to which any of their its assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) other than any conflict, breach, default, acceleration, right to accelerate, termination, modification modification, cancellation, notice, consent or cancellation waiver which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected material adverse effect on the assets, business, financial condition or results of operations of the Buyer or on the ability of the Parties to adversely affect the consummation of consummate the transactions contemplated hereby by this Agreement, or (iid) violate any noticeorder, consent writ, injunction, decree, statute, rule or waiver regulation applicable to the absence Buyer or any of its properties or assets (other than a statute, rule or regulation relating to antitrust laws other than the Hart-Xxxxx-Xxxxxx Xxx), other than any violation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected material adverse effect on the assets, business, financial condition or results of operations of the Buyer or on the ability of the Parties to adversely affect the consummation of consummate the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectby this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any government, governmental agency or court of competent jurisdiction (a "GOVERNMENT ENTITY") to which the Company or any of its Subsidiaries is subject or any provision of the organizational documents charter or bylaws by-laws of the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either it is bound or to which any of their its assets are is subject, exceptexcept where the violation, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation, or cancellation which failure to give notice would not reasonably be expected to have a Parent Company Material Adverse Effect or except as set forth in ss.3(f) of the Company Disclosure Letter. Other than as required under the provisions of the Xxxx-Xxxxx-Xxxxxx Act, Foreign Competition Laws, the Delaware General Corporation Law, Nasdaq, the Securities Exchange Act, the Securities Act and would not reasonably be expected state securities laws, neither the Company nor any of its Subsidiaries needs to adversely affect give any notice to, make any filing with or obtain any authorization, consent or approval of any Government Entity in order for the consummation of Parties to consummate the transactions contemplated hereby by this Agreement, except where the failure to give notice, to file or (ii) to obtain any noticeauthorization, consent or waiver the absence of which approval would not reasonably be expected to have a Parent Company Material Adverse Effect and or except as set forth in ss.3(f) of the Company Disclosure Letter. "REQUIRED COMPANY CONSENTS" means any authorization, consent or approval of a Government Entity or other Third Party required to be obtained pursuant to any Foreign Competition Laws or state securities laws or so that a matter set forth in ss.3(f) of the Company Disclosure Letter would not be reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Company Material Adverse EffectEffect for purposes of this ss.3(f).

Noncontravention. Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the Hart-Scott-Rodino Act, and the filing of the Articles of Merger as reqxxxxx xx xxx Xxxxington Business Corporation Act and the filing of the Certificate of Merger as required by the DGCLDelaware General Corporation Law, neither the execution and delivery by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Subsidiary of this Agreement or (in the Transaction Documentation to which it is a partycase of the Buyer) the Escrow Agreement, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Subsidiary of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents charter or bylaws By-laws of the Parent Buyer or the Acquisition Merger Subsidiary, as the case may be, (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer or the Acquisition Subsidiary, except, in the case Merger Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery of the Operative Documents by the Parent or Seller and the Acquisition SubsidiaryParent, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebythereby (including the assignments and assumptions referred to in Article 2 above), will (a) conflict with or will not violate any provision of the organizational documents Certificate of Incorporation, Articles of Incorporation or bylaws other similar charter document, or the Bylaws, of the Parent Seller, the Curtxx Xxxsidiaries or the Acquisition Subsidiary, as the case may beParent, (b) require on will not violate any statute, rule, regulation, order or decree of any Governmental Body by which the part Seller, the Curtxx Xxxsidiaries, their respective properties or assets, or the Parent is bound or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization that is held by any of the Parent Curtxx Xxxties or that otherwise relates to the Acquired Assets or the Acquisition SubsidiaryBusiness, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underany license, create in any party any right to terminatefranchise, modify permit, indenture, agreement or cancel, or require any notice, consent or waiver under, any contract or other instrument to which the Parent Seller, either of the Curtxx Xxxsidiaries or the Acquisition Subsidiary, as the case may be, Parent is a party party, or by which the Seller, either is bound of the Curtxx Xxxsidiaries, or to which any of their properties or assets are subjectis bound, except, in the case of excluding from the foregoing clauses (b) and (c)) violations, for breaches or defaults which, either individually or in the aggregate, (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a prevent the Seller, the Curtxx Xxxsidiaries or the Parent Material Adverse Effect and would not reasonably be expected to adversely affect from performing their respective obligations under the Operative Documents or the consummation of the transactions contemplated hereby or thereby, and (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a material adverse effect on the Buyer's post-Closing ownership, operation and maintenance of the Acquired Assets and conduct of the Business as conducted by the Curtxx Xxxties immediately prior to the Closing. Except as set forth in Section 3.3 of the Disclosure Schedule, none of the Seller, the Curtxx Xxxsidiaries or the Parent Material Adverse Effect is required to give any notice to, make any filing with, or obtain any Consent from any Person in connection with the execution and would not reasonably be expected to adversely affect delivery of this Agreement or any of the other Operative Documents, or the consummation or performance of the transactions contemplated hereby, (d) result hereby and thereby. Except as set forth in the imposition of any Security Interest upon any assets Section 3.3 of the Parent Disclosure Schedule and except for filings required under the HSR Act, none of the Seller, the Curtxx Xxxsidiaries or the Acquisition Subsidiary Parent is, and none of them will be solely on account of the Closing hereunder, required to make any filing or registration with, or obtain any Consent from, any Person in connection with the execution, delivery and complete performance of the transactions contemplated by the Operative Documents (e) violate including the assignments and assumptions referred to in Article 2 above), or in order for the transactions contemplated by the Operative Documents to be effective or to preserve any Laws applicable to material right or benefit of the Parent Curtxx Xxxties or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectBusiness.

Noncontravention. Subject to the filing of the Certificate Articles of Merger as required by the DGCLWBCA, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger Shares, which will be completed by Parent following the Effective TimeFinancial Industry Regulatory Authority (“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger Shares, which will be completed by Parent following the Effective TimeFinancial Industry Regulatory Authority (“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to Except for (A) filings required under the filing Securities Act of 1933, as amended and/or the Certificate Securities and Exchange Act of Merger 1934, as required amended, and (B) Security Interests that may be granted by Purchaser and its Purchaser Subsidiaries in connection with the DGCL“Required Financing” contemplated by Section 4.6 of this Agreement, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Purchaser of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Purchaser of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may bePurchaser, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may bePurchaser, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, Purchaser is a party or by which either is bound or to which any of their its assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Purchaser Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Purchaser Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary Purchaser or (e) violate any Laws applicable to the Parent Purchaser or the Acquisition Subsidiaryany Purchaser Subsidiary (defined below) or any of their properties or assets. For purposes of this Agreement, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent “Purchaser Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), or results of operations of the Purchaser and its subsidiaries, taken as a whole.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Authority to which PinnOak, either Seller, or any of the Assets, is subject or any provision of PinnOak's or either Seller's Organizational Documents or (ii) other than the organizational documents or bylaws notice that must be provided to USS pursuant to Section 10.15 of the Parent or the Acquisition SubsidiaryUSS Agreement, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver under, any contract or instrument other arrangement to which the Parent PinnOak or the Acquisition Subsidiary, as the case may be, either Seller is a party or by which PinnOak or either is Seller or any of the Assets are bound or to which any of their assets (including the Assets) are subject, exceptexcept (x) for required consents to transfer and related provisions and any other third party approvals or consents contemplated by this Agreement, in the case of the foregoing clauses (b) and (c)y) where the violation, for (i) any conflict, default, breach, default, acceleration, termination, modification modification, cancellation, failure to give notice, right to payment or cancellation which other compensation, Encumbrance or other occurrence would not reasonably be expected to have a Parent Material Adverse Effect and on the ability of PinnOak or either Seller to consummate the transactions contemplated by this Agreement. Neither PinnOak nor either Seller need give notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not reasonably be expected to have a Material Adverse Effect or would not materially adversely affect the consummation ability of PinnOak or either Seller to consummate the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectby this Agreement.

Noncontravention. Subject to the filing of each Blocker Certificate of Merger as required by the DGCL and the Certificate of Merger as required by the DGCLDLLCA, neither the execution and delivery by the Parent Parent, each Blocker Mergersub or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation Documents to which it is a party, nor the consummation by the Parent Parent, each Blocker Mergersub or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent Parent, each Blocker Mergersub or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent Parent, each Blocker Mergersub or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entitygovernmental entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares and Blocker Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Parent, any Blocker Mergersub or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest security interest upon any assets of the Parent Parent, any Blocker Mergersub or the Acquisition Subsidiary or (e) violate any Laws laws applicable to the Parent Parent, any Blocker Mergersub or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate Articles of Merger as required by the DGCLNRS, neither the execution and delivery by the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, (b) require on the part of the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or Parent, the Acquisition Subsidiary, except, in the case Subsidiary or Split-Off Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to the filing Except as set forth in Section 3(c) of the Certificate of Merger as required by the DGCLDisclosure Schedule, neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the any Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any member of the SELLER Group is subject, (ii) violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiarycharter, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withbylaws, or permit, authorization, consent other organizational document of such Person or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any noticeauthorization, consent consent, waiver, or waiver underapproval under any agreement, any contract contract, lease, license, instrument, decree, judgment, or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, such Person is a party or by which either it is bound or to which any of their its assets are subject, except, in the case constituting a part of the foregoing clauses SELLER Interests is subject (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest or encumbrance upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiarysuch assets), except, in with respect to subsections (i) and (iii) above, where such violations, breaches, defaults or other matters, including the case of the foregoing clause (e)failure to obtain such authorizations, such violations that would consents, waivers or approvals, could not reasonably be expected to have a Parent Material Adverse Effect. Except (1) pursuant to the Xxxx-Xxxxx-Xxxxxx Act, (2) as set forth on Section 3(c) of the Disclosure Schedule, (3) for those authorizations, consents, waivers or approvals of Governmental Authorities customarily obtained after the closing of similar transactions ("Customary Post-Closing Consents") and (4) where the failure to give such notices, make such filings or obtain such authorizations, consents, waivers or approvals could not reasonably be expected to have a Material Adverse Effect, no such Person needs to give any notice, make any filing with or obtain any authorization, consent, waiver, or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Subject to the filing of the Certificate Articles of Merger as required by the DGCLNRS, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Acquisition Subsidiary, except, in the case Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Sub of the transactions contemplated hereby or thereby, will will: (a) conflict with or violate any provision of the organizational documents Certificate of Incorporation or bylaws Bylaws of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Sub; (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering those (i) required solely by reason of the Merger SharesCompany's participation in the transactions contemplated hereby or (ii) to be made by the Company or (iii) any filing, which will be completed by Parent following permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on the Effective Time, Buyer; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Merger Sub is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification modification, cancellation, notice, consent or cancellation which waiver that would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect on the consummation of Buyer or the transactions contemplated hereby Merger Sub or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, has otherwise been obtained; (d) result in the imposition of any Security Interest upon any assets of the Parent Buyer or the Acquisition Subsidiary Merger Sub; or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer or the Acquisition SubsidiaryMerger Sub or any of their properties or assets, except, in the case of the foregoing clause (e), such violations except for any violation that would not reasonably be expected to have a Parent Material Adverse EffectEffect on the Buyer or the Merger Sub.

Noncontravention. Subject to receipt of Apex Holdings Shareholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Certificate Articles of Merger as required by the DGCLState of Nevada, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyby Apex Holdings, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Apex Holdings of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent Apex Holdings Charter or the Acquisition Subsidiary, as the case may be, Bylaws; (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Apex Holdings any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing (i) those required solely by reason of Form D with Apex Holdings’s participation in the SEC transactions contemplated hereby, (ii) those required to be made by Apex Holdings, and (iii) any applicable state securities filings with respect to the offering of the Merger Sharesfiling, permit, authorization, consent or approval which will be completed by Parent following the Effective Time, if not made or obtained would not have a Material Adverse Effect on Apex Holdings; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiarylisted in Section 2.4 of Apex Holdings Disclosure Schedule, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification modification, cancellation, notice, consent or cancellation which waiver that would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, on Apex Holdings; (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary Apex Holdings; or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Apex Holdings, any of its properties or the Acquisition Subsidiaryassets, exceptother than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in the case of the foregoing clause clauses (a) through (e), such violations that ) (inclusive) hereof which would not reasonably be expected to have a Parent Material Adverse EffectEffect on Apex Holdings.

Noncontravention. Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the Xxxx-Xxxxx-Xxxxxx Act and the filing of the Certificate of Merger Filings as required by the DGCLCalifornia General Corporation Law, neither the execution and delivery by the Parent Buyer, the Transitory Subsidiary or the Acquisition Subsidiary, as the case may be, Buyer LLC of this Agreement or (in the Transaction Documentation to which it is a partycase of the Buyer) the Escrow Agreements, nor the consummation by the Parent Buyer, the Transitory Subsidiary or the Acquisition Subsidiary, as the case may be, Buyer LLC of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational charter or By-laws or other organization documents of Buyer, the Transitory Subsidiary or bylaws of the Parent or the Acquisition Subsidiary, as the case may beBuyer LLC, (b) require on the part of the Parent Buyer, the Transitory Subsidiary or the Acquisition Subsidiary, as the case may be, Buyer LLC any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Buyer, the Transitory Subsidiary or the Acquisition Subsidiary, as the case may be, Buyer LLC is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer, the Transitory Subsidiary or the Acquisition Subsidiary, except, in the case Buyer LLC or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the filing of the Certificate of Merger as required by the DGCLDelaware General Corporation Law, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement by the Buyer or the Transaction Documentation to which it is a partyTransitory Subsidiary, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or therebyhereby, will (a) conflict with or violate any provision of the organizational documents charter or bylaws By-laws of the Parent Buyer or the Acquisition Transitory Subsidiary, as the case may be, (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing any filing, permit, authorization, consent or approval which if not obtained or made would not have a material adverse effect on the assets, business, financial condition, results of Form D with the SEC and any applicable state securities filings with respect operations or future prospects (other than prospects relating to the offering economy in general or the biotechnology or pharmaceutical industries in general) of the Merger Shares, which will be completed Buyer (a "Buyer Material Adverse Effect") or on the ability of the Parties to consummate the transactions contemplated by Parent following the Effective Timethis Agreement, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) other than any conflict, breach, default, acceleration, termination, modification or cancellation which individually or in the aggregate would not reasonably be expected to have a Parent Buyer Material Adverse Effect and would not reasonably be expected or have a material adverse effect on the ability of the Parties to adversely affect the consummation of consummate the transactions contemplated hereby by this Agreement, or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer or the Acquisition Subsidiary, except, in the case Transitory Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with or violate any provision of the organizational documents charter or bylaws of any of Parent and its Subsidiaries or (ii), assuming compliance with the Parent or matters referred to in the Acquisition Subsidiary, as the case may benext sentence of this Section 4.4, (bA) require on the part violate any Laws or Governmental Order to which any of the Parent and its Subsidiaries is subject or the Acquisition Subsidiary(B) with or without notice, as the case may belapse of time or both, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the any of Parent or the Acquisition Subsidiary, as the case may be, and its Subsidiaries is a party or by which either it is bound or to which any of their its assets are subject, except, in the case of the foregoing clauses is subject (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiaryits assets), except, in the case of the foregoing clause (eii), such violations violation, breach, default, acceleration or other change that would not not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. Except for (a) any FCC Consent, State PUC Consent or consent or approval of any other Governmental Entity identified in Section 3.3 of the Company Disclosure Letter or in Section 4.4 of the Parent Disclosure Letter, in each case as required by applicable Laws, (b) the filing of the Certificate of Merger with the Michigan Department of Labor & Economic Growth, Bureau of Commercial Services pursuant to the Michigan Law and of appropriate documents with relevant authorities of other states in which Company is qualified to do business to reflect such Certificate of Merger filing, (c) filings by Parent under, and compliance by Parent with the requirements under, the Securities Exchange Act, the Securities Act, applicable state securities laws and the applicable requirements of Nasdaq and (d) any other third party approvals as are reflected in Section 4.4 of the Parent Disclosure Letter, the execution, delivery and performance by Parent and Merger Sub of this Agreement and the transactions contemplated hereby do not require any consents, waivers, authorizations or approvals of, or filings with, any Governmental Entity or any other third Person except for those that the failure to make or obtain would not be reasonably expected to have a Material Adverse Effect on Parent.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or and the Transaction Documentation sale and delivery of the Securities to which it is a party, nor be sold by such Mxxxxx Selling Shareholder and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby herein, in the Operating Partnership Agreement and in the Prospectus (including the issuance of the Securities by the Company to such Mxxxxx Selling Shareholder upon the Unit Conversion and the sale of the Securities by such Mxxxxx Selling Shareholder to the Underwriter) and compliance by such Mxxxxx Selling Shareholder with its obligations hereunder and under the Operating Partnership Agreement do not and will not, whether with or therebywithout the giving of notice or passage of time or both, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in constitute a breach of, constitute (with or without due notice or lapse of time or both) a default under, or result in the acceleration creation or imposition of obligations underany tax, create in lien, charge or encumbrance upon the Securities to be sold by such Mxxxxx Selling Shareholder or any party property or assets of such Mxxxxx Selling Shareholder pursuant to any right to terminatecontract, modify indenture, mortgage, deed of trust, loan or cancelcredit agreement, note, license, lease or require any notice, consent or waiver under, any contract other agreement or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, such Mxxxxx Selling Shareholder is a party or by which either is bound such Mxxxxx Selling Shareholder may be bound, or to which any of their the property or assets are of such Mxxxxx Selling Shareholder is subject, except, nor will such action result in the case any violation of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation provisions of the transactions contemplated hereby charter or by-laws or other organizational instrument of such Mxxxxx Selling Shareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over such Mxxxxx Selling Shareholder or any of its properties. It is noted that 1,573,017 Series C Preferred Units have been pledged as collateral securities to Wxxxx Fargo pursuant to a credit facility from Wxxxx Fargo to Mxxxxx Selling Shareholders Jxxxxx Xxxxxx, Rxxxxx Xxxxxx, the Jxxxxx D. Xxxxxx Family Limited Partnership and the Rxxxxx Xxxxxx Family Limited Partnership described on Schedule E hereto (ii) any noticethe “Wxxxx Fargo Credit Facility”). Pursuant to the Letter Agreement attached hereto as Exhibit D, consent or waiver Wxxxx Fargo has consented to the absence of which would not reasonably be expected to have a Parent Material Adverse Effect Unit Conversions and would not reasonably be expected to adversely affect the consummation sale of the transactions contemplated herebySecurities hereunder by such Mxxxxx Selling Shareholders and, (d) result in upon the imposition payment of the aggregate amount of $13,000,000 to Wxxxx Fargo as substitute collateral under the Wxxxx Fargo Credit Facility, Wxxxx Fargo has agreed to the release and termination of any Security Interest upon and all security interests, pledges, liens, claims and any assets of other encumbrances it may have on the Parent or the Acquisition Subsidiary or (e) violate Securities being sold by such Mxxxxx Selling Shareholders and any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectproceeds thereof.

Noncontravention. Subject to the filing of the Certificate Certificates of Merger as required by the DGCLapplicable law, neither the execution and delivery of this Agreement or (in the case of the Buyer and Parent) the Escrow Agreement by the Buyer, Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor the consummation by the Buyer, Parent or the Acquisition Subsidiary, as the case may be, Subsidiary of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents charter or bylaws By-laws of the Buyer, Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Buyer, Parent or the Acquisition Subsidiary, as the case may be, Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing any filing, permit, authorization, consent or approval which if not obtained or made would not have a material adverse effect on the assets, business, financial condition, results of Form D with the SEC and any applicable state securities filings with respect to the offering operations or future prospects of the Merger Shares, which will be completed Buyer or Parent or on the ability of the Parties to consummate the transactions contemplated by Parent following the Effective Timethis Agreement, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Buyer, Parent or the Acquisition Subsidiary, as the case may be, Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) other than any conflict, breach, default, acceleration, termination, modification or cancellation which individually or in the aggregate would not reasonably be expected to have a material adverse effect on the assets, business, financial condition, results of operations or future prospects of the Buyer or Parent Material Adverse Effect and would not reasonably be expected or on the ability of the Parties to adversely affect the consummation of consummate the transactions contemplated hereby by this Agreement, or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in violate any order, writ, injunction, decree, statute, rule or regulation applicable to the imposition of any Security Interest upon any assets of the Parent Buyer or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent of their properties or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.assets. 1.35

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLNevada Act, neither the execution and delivery by the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocuments, nor the consummation by the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, (b) require on the part of the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger SharesFinancial Industry Regulatory Authority (“FINRA”), for which Parent and MergerCo are responsible and which Parent and MergerCo will be completed by Parent following the Effective Timeprovide when necessary, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.of

Noncontravention. Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act, and to the filing or other regulatory requirements, if any, of any other applicable U.S. or foreign regulatory body and the filing of the Certificate of Merger as required by the DGCLDelaware General Corporation Law, neither the execution and delivery by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of this Agreement or (in the Transaction Documentation to which it is a partycase of the Buyer) the Escrow Agreement, nor the performance by the Buyer or the Transitory Subsidiary of their respective obligations hereunder or thereunder, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents charter or bylaws By-laws of the Parent Buyer or the Acquisition Transitory Subsidiary, as the case may be, (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other agreement to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer or the Acquisition Subsidiary, except, in the case Transitory Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.their properties or assets

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyby this Agreement, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of Acquired Corporation and its Acquired Subsidiaries is subject, (ii) violate any provision of the organizational documents charter or bylaws of the Parent any of Acquired Corporation and its Acquired Subsidiaries or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any notice, notice or consent or waiver under, under any contract or instrument Contract to which the Parent or the Acquisition Subsidiary, as the case may be, any of Acquired Corporation and its Acquired Subsidiaries is a party or by which either it is bound or to which any of their its assets are subject, except, in the case of the foregoing clauses is subject which has not been given or obtained (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of its assets). Other than in connection with the provisions of the Parent Xxxx-Xxxxx-Xxxxxx Act and regulations, none of Acquired Corporation and its Acquired Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Acquisition Subsidiary Parties to consummate the transactions contemplated by this Agreement. {PRIVATE }(d) Brokers' Fees{tc \l 2 "(d) Brokers' Fees Acquired Corporation and its Acquired Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement. {PRIVATE }(e) violate any Laws applicable Title to Tangible Assets{tc \l 2 "(e) Title to Tangible Assets"}. Except as set forth in Section 4(e) to the Parent Disclosure Schedule, Acquired Corporation and its Acquired Subsidiaries have good title to, or a valid leasehold interest in, the Acquisition Subsidiary, except, material tangible assets (including items of personal property) they purport to own or that are reflected in the case Financial Statements free and clear of any Security Interest(s) and that such assets are sufficient for the conduct and future operation of the foregoing clause businesses. {PRIVATE }(ef) Acquired Subsidiaries{tc \l 2 "(f) Acquired Subsidiaries"}. Section 4(f) of the Disclosure Schedule sets forth for each Acquired Subsidiary of Acquired Corporation (i) its name and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. {PRIVATE }(g) Financial Statements{tc \l 2 "(g) Financial Statements" Attached hereto as Schedule II (collectively, the "Financial Statements"): (i) audited consolidated balance sheets and statements of income, changes in stockholders' equity, and cash flow as of and for the fiscal years ended June 24, 1995, June 29, 1996, and June 28, 1997 (the June 28, 1997 audited consolidated balance sheet and related statements of income and changes in stockholders' equity, and cash flow being referenced hereto as the "Most Recent Financial Statements Corporation and its Acquired Subsidiaries; and (ii) unaudited consolidated balance sheets and statements of income, changes in stockholders' equity, and cash flow as of and for the six months ended December 27, 1997 (the "Most Recent Interim Statements The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of Acquired Corporation and its Acquired Subsidiaries as of such dates and the results of operations of Acquired Corporation and its Acquired Subsidiaries for such periods; provided, however, that the Most Recent Interim Statements are subject to normally occurring year-end adjustments, lack footnotes and do not include a physical inventory. {PRIVATE }(h) Events Subsequent to Most Recent Xxxxxxx Xxxxxxxxxx{xx \x 0 "(h) Events Subsequent to Most Recent Interim Statements 1997 there has not been any material adverse change in the financial condition or results of operations of Acquired Corporation and its Acquired Subsidiaries. Without limiting the generality of the foregoing, since that date, except as disclosed in Section 4(h) of the Disclosure Schedule, none of Acquired Corporation and its Acquired Subsidiaries has engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business. {PRIVATE }(i) Legal Compliance{tc \l 2 "(i) Legal Compliance of Acquired Corporation and its Acquired Subsidiaries has complied with all applicable and valid laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), such violations that except where the failure to comply would not reasonably be expected to have a Parent Material Adverse Effectan adverse effect upon the financial condition or results of operations of Acquired Corporation or its Acquired Subsidiaries except as set forth in Section 4(i) of the Disclosure. {PRIVATE }(j) Tax Matters{tc \l 2 "(j) Tax Matters"}.

Noncontravention. Subject to any required compliance with the applicable provisions of the HSR Act, the Securities Act and any applicable state securities or blue sky laws, the Fairness Hearing and the filing of the Aries Merger Agreement as required by the CGCL and the filing of a Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of this Agreement or the Transaction Documentation any instrument required hereby to which it is a partybe executed and delivered by it, nor the consummation by the Parent or and the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or thereby, will or the compliance by the Parent and the Transitory Subsidiary with any of the provisions hereof or thereof, will: (a) conflict with or violate any provision of the organizational charter documents or bylaws by-laws of the Parent or and the Acquisition Transitory Subsidiary, as the case may be, ; (b) require on the part of the Parent and the Transitory Subsidiary any notice or the Acquisition Subsidiary, as the case may be, any filing with, or any permit, authorization, consent consent, order, approval or approval other authorization of, or exemption by, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, ; (c) conflict with, result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement, mortgage, Security Interest, instrument or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject; (d) violate or breach the terms of or cause a default under any order, exceptwrit, in the case injunction, decree, judgement, permit, license, approval, authorization, law, statute, ordinance, rule or regulation or code or any requirements, directories, consents and obligations of the foregoing clauses (b) and (c), for or imposed by any Governmental Entity applicable to (i) any conflict, breach, default, acceleration, termination, modification the Parent or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby Transitory Subsidiary or (ii) any notice, consent properties or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary Transitory Subsidiary; or (e) violate any Laws applicable to with the Parent passage of time, the giving of notice or the Acquisition Subsidiarytaking of action by another person, except, in the case have any of the foregoing effects described in clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecta) through (d) of this Section 3.4.

Noncontravention. Subject to the filing of the Certificate Articles of Merger as required by the DGCLFlorida Act and the South Carolina Act, neither the execution and delivery by the Parent Purchaser or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocuments, nor the consummation by the Parent Purchaser or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent Purchaser or the operating agreement of the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent Purchaser or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Purchaser or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Purchaser Material Adverse Effect (as defined below) and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Purchaser Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent Purchaser or the Acquisition Subsidiary except as set forth on Schedule 4.3 in connection with the Seventh Amendment to the Loan and Security Agreement dated November __, 2019, between the Purchaser and ACF or (e) violate any Laws applicable to the Parent Purchaser or the Acquisition Subsidiary, except, in the case Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent their properties or assets. “Purchaser Material Adverse Effect” means a material adverse effect on the assets, business, financial condition, or results of operations of the Purchaser.

Noncontravention. Subject to the filing of the Certificate Articles of Merger as required by the DGCLBCA, neither the execution and delivery by the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, (b) require on the part of the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or Parent, the Acquisition Subsidiary or Split-Off Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or Parent, the Acquisition Subsidiary, except, in the case Subsidiary or Split-Off Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery of the Operative Documents by the Parent or Seller and the Acquisition SubsidiaryParent, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebythereby (including the assignments and assumptions referred to in Article 2 above), will (a) conflict with or will not violate any provision of the organizational documents Certificate of Incorporation, Articles of Incorporation or bylaws other similar charter document, or the Bylaws, of the Parent Seller, the Xxxxxx Subsidiaries or the Acquisition Subsidiary, as the case may beParent, (b) require on will not violate any statute, rule, regulation, order or decree of any Governmental Body by which the part Seller, the Xxxxxx Subsidiaries, their respective properties or assets, or the Parent is bound or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization that is held by any of the Parent Xxxxxx Parties or that otherwise relates to the Acquired Assets or the Acquisition SubsidiaryBusiness, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underany license, create in any party any right to terminatefranchise, modify permit, indenture, agreement or cancel, or require any notice, consent or waiver under, any contract or other instrument to which the Parent Seller, either of the Xxxxxx Subsidiaries or the Acquisition Subsidiary, as the case may be, Parent is a party party, or by which the Seller, either is bound of the Xxxxxx Subsidiaries, or to which any of their properties or assets are subjectis bound, except, in the case of excluding from the foregoing clauses (b) and (c)) violations, for breaches or defaults which, either individually or in the aggregate, (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a prevent the Seller, the Xxxxxx Subsidiaries or the Parent Material Adverse Effect and would not reasonably be expected to adversely affect from performing their respective obligations under the Operative Documents or the consummation of the transactions contemplated hereby or thereby, and (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a material adverse effect on the Buyer's post- Closing ownership, operation and maintenance of the Acquired Assets and conduct of the Business as conducted by the Xxxxxx Parties immediately prior to the Closing. Except as set forth in Section 3.3 of the Disclosure Schedule, none of the Seller, the Xxxxxx Subsidiaries or the Parent Material Adverse Effect is required to give any notice to, make any filing with, or obtain any Consent from any Person in connection with the execution and would not reasonably be expected to adversely affect delivery of this Agreement or any of the other Operative Documents, or the consummation or performance of the transactions contemplated hereby, (d) result hereby and thereby. Except as set forth in the imposition of any Security Interest upon any assets Section 3.3 of the Parent Disclosure Schedule and except for filings required under the HSR Act, none of the Seller, the Xxxxxx Subsidiaries or the Acquisition Subsidiary Parent is, and none of them will be solely on account of the Closing hereunder, required to make any filing or registration with, or obtain any Consent from, any Person in connection with the execution, delivery and complete performance of the transactions contemplated by the Operative Documents (e) violate including the assignments and assumptions referred to in Article 2 above), or in order for the transactions contemplated by the Operative Documents to be effective or to preserve any Laws applicable to material right or benefit of the Parent Xxxxxx Parties or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectBusiness.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which Growtex is subject or any provision of the organizational documents charter or bylaws of the Parent Growtex or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, Growtex is a party or by which either it is bound or to which any of their its assets are subject, except, in the case of the foregoing clauses is subject (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of its assets). Other than in connection with the Parent provisions of Nevada law, Growtex is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Acquisition Subsidiary or Parties to consummate the transactions contemplated by this Agreement. (e) violate any Laws applicable Filings with the SEC. Prior to the Parent Effective Date, Growtex will have made all filings with the SEC that it has been required to make under the Securities Exchange Act (collectively the "Public Reports") and has received from the SEC a letter to the effect that the SEC will have no further comment on Growtex's Form 10-SB. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the Acquisition Subsidiary, exceptstatements made therein, in the case light of the foregoing clause circumstances under which they were made, not misleading. Growtex has delivered to Canadexx a correct and complete copy of each Public Report (etogether with all exhibits and schedules thereto and as amended to date). (f) Financial Statements. Prior to the Effective Date, such violations Growtex will have filed quarterly reports on Form 10-QSB for the quarters ended June 30, 2002 and September 30, 2002 (the September 30, 2002 report is referred to herein as "Most Recent Fiscal Quarter End"). The financial statements included in or incorporated by reference into these Public Reports (including the related notes and schedules) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, and present fairly the financial condition of Growtex as of the indicated dates and the results of operations of Growtex and its Subsidiaries for the indicated periods; provided, however, that would not reasonably be expected the interim statements are subject to have a Parent Material Adverse Effect.normal year-end adjustments. (g)

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither the The execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or and the Transaction Documentation to which it is a partyVoting Agreement by Parent and this Agreement by Merger Sub do not, nor and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement and the Voting Agreement and compliance by Parent or and Merger Sub with the Acquisition Subsidiaryprovisions of this Agreement and the Voting Agreement, as the case may be, of the transactions contemplated hereby or therebyapplicable, will (a) not, conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a any violation or breach of, constitute or default (with or without due notice or lapse of time time, or both) a default under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the acceleration creation of obligations underany Lien in or upon any of the properties, create in rights or assets of Parent, Merger Sub or any party of Parent’s Subsidiaries under (i) subject to receipt of the Parent Stockholder Approval, the Parent Certificate or the Parent Bylaws, the Merger Sub Certificate or the Merger Sub Bylaws or the comparable organizational documents of any right to terminateof Parent’s Significant Subsidiaries, modify or cancel, or require (ii) any notice, consent or waiver under, any contract or instrument Contract to which the Parent Parent, Merger Sub or the Acquisition Subsidiary, as the case may be, any of Parent’s Subsidiaries is a party or by which either is bound or to which any of their respective properties, rights or assets are subjectis subject or (iii) subject to receipt of the Parent Stockholder Approval and the governmental filings and other matters referred to in the following sentence, exceptany Law or Order applicable to Parent, Merger Sub or any of Parent’s Subsidiaries or their respective properties, rights or assets, other than, in the case of the foregoing clauses (bii) and (ciii), for (i) any conflictsuch conflicts, breachviolations, defaultbreaches, defaults, rights of termination, modification, cancellation or acceleration, termination, modification losses or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby Liens that individually or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that aggregate have not had and would not reasonably be expected to have a Parent Material Adverse Effect.. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent, Merger Sub or any of Parent’s Subsidiaries in connection with the execution and delivery of this Agreement and the Voting Agreement by Parent and Merger Sub, as applicable, or the consummation by Parent and Merger Sub of the Merger or the other transactions contemplated by this Agreement and the Voting Agreement, as applicable, except for (1) (A) the filing of a premerger notification and report form by Parent under the HSR Act and the termination of the waiting period required thereunder and (B) filings with respect to, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable Antitrust Law, (2) the filing with the SEC of (Y) the Form S-4 and (Z) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) any filings with and approvals of the NYSE, (4) any filings required pursuant to applicable foreign securities laws and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement, the Voting Agreement and the transactions contemplated hereby and thereby, (5) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the delivery of the Certificate of Amendment to the Department of State of the State of New York and (6) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect. 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Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLMerger, neither the execution and delivery by the Parent Parent, or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocuments, nor the consummation by the Parent Parent, or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent Parent, or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent Parent, or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger SharesFinancial Industry Regulatory Authority, which will be completed by Parent following the Effective TimeInc., (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Parent, or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or by any of the other Transaction Documents or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated herebyhereby or by any of the other Transaction Documents, (d) result in the imposition of any Security Interest security interest upon any assets of the Parent Parent, or the Acquisition Subsidiary or (e) violate any Laws laws applicable to the Parent Parent, or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that except for any violation which would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to receipt of the Requisite Stockholders Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Certificate of Merger as required by the DGCLState of Delaware, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or by the Transaction Documentation to which it is a partyCompany, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Company of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent Company Charter or the Acquisition Subsidiary, as the case may be, Bylaws; (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering (i) those required solely by reason of the Buyer's or the Merger SharesSub's participation in the transactions contemplated hereby, (ii) those required to be made by the Buyer or the Merger Sub and (iii) any filing, permit, authorization, consent or approval which will be completed by Parent following if not made or obtained would not have a Material Adverse Effect on the Effective Time, Company; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, listed in the case Section 3.4 of the foregoing clauses (b) and (c)Company Disclosure Schedule, except for (i) any conflict, breach, default, acceleration, right to accelerate, termination, modification modification, cancellation, notice, consent or cancellation which waiver that would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect on the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, Company; (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary Company; or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Company, any of its properties or the Acquisition Subsidiaryassets, exceptother than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in the case of the foregoing clause clauses (a) through (e), such violations that ) (inclusive) hereof which would not reasonably be expected to have a Parent Material Adverse EffectEffect on the Company.

Noncontravention. Subject to the filing of the Certificate Articles of Merger as required by the DGCLFlorida Act, neither the execution and delivery by the Parent Purchaser or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocuments, nor the consummation by the Parent Purchaser or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent Purchaser or the organizational documents or bylaws of the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent Purchaser or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Purchaser or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Purchaser Material Adverse Effect (as defined below) and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Purchaser Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent Purchaser or the Acquisition Subsidiary except as set forth on Schedule 4.3, or (e) violate any Laws applicable to the Parent Purchaser or the Acquisition Subsidiary, except, in the case Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent their properties or assets. “Purchaser Material Adverse Effect” means a material adverse effect on the assets, business, financial condition, or results of operations of the Purchaser or its subsidiaries.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Company of this Agreement or the Transaction Documentation to which it is a partyDocuments, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Company of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent Company or the Acquisition any Company Subsidiary, as the case may be, (b) require on the part of the Parent Company or the Acquisition any Company Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any federal, state or local court, administrative or regulatory agency or commission or other governmental authority or instrumentality, domestic or foreign (“Governmental Entity”), other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger SharesFinancial Industry Regulatory Authority, which will be completed by Parent following the Effective TimeInc., (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Company or the Acquisition any Company Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Company Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or by any of the other Transaction Documents or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Company Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated herebyhereby or by any of the other Transaction Documents, (d) result in the imposition of any new Security Interest upon any assets of the Parent Company or the Acquisition any Company Subsidiary or (e) violate any Laws laws applicable to the Parent Company or the Acquisition any Company Subsidiary, except, in the case of the foregoing clause (e), such violations that except for any violation which would not reasonably be expected to have a Parent Company Material Adverse Effect.

Noncontravention. Subject to (i) any required compliance with the applicable provisions of the HSR Act, and satisfaction of such other requirements of the comparable laws of other jurisdictions, (ii) the filing of the Certificate of Merger as required by the DGCL, and (iii) such notices, filings, permits, authorizations, consents, orders or approvals as may be required under applicable state securities or "blue sky" laws and the securities laws of any foreign country, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of this Agreement or the Transaction Documentation any instrument required hereby to which it is a partybe executed and delivered by it, nor the consummation by the Parent or and the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or thereby, will or the compliance by the Parent and the Transitory Subsidiary with any of the provisions hereof or thereof, will: (a) conflict with or violate any provision of the organizational charter documents or bylaws by-laws of the Parent or and the Acquisition Transitory Subsidiary, as the case may be, ; (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary any notice or filing with, or any permit, authorization, consent consent, order, approval or approval other authorization of, or any exemption by, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, ; (c) conflict with, result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent consent, authorization, approval or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement, Security Interest, instrument or instrument other arrangement or obligation to which the Parent or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, ; (d) result in violate or breach the imposition terms of or cause any Security Interest upon default under any assets order, writ, injunction, decree, judgment, permit, license, approval, authorization, law, statute, ordinance, rule or regulation or code or any requirements, directories, consents and obligations of the Parent or the Acquisition Subsidiary or (e) violate imposed by any Laws Governmental Entity applicable to the Parent or the Acquisition SubsidiaryTransitory Subsidiary or any of their respective properties, exceptassets or Securities; or (e) with the passage of time, in the case giving of notice or the taking of any action by another person, have any of the foregoing clause effects described in clauses (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecta) through (d) of this Section 3.3.

Noncontravention. Subject to the filing of the Certificate Certificates of Merger as required by the DGCLapplicable law, neither the execution and delivery of this Agreement or (in the case of Parent) the Escrow Agreement by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Subsidiary of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents charter or bylaws By-laws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing any filing, permit, authorization, consent or approval which if not obtained or made would not have a material adverse effect on the assets, business, financial condition or results of Form D with operations of Parent or on the SEC and any applicable state securities filings with respect to the offering ability of the Merger Shares, which will be completed Parties to consummate the transactions contemplated by Parent following the Effective Timethis Agreement, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) other than any conflict, breach, default, acceleration, termination, modification or cancellation which individually or in the aggregate would not reasonably be expected to have a material adverse effect on the assets, business, financial condition, results of operations or future prospects of Parent Material Adverse Effect and would not reasonably be expected or on the ability of the Parties to adversely affect the consummation of consummate the transactions contemplated hereby by this Agreement, or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in violate any order, writ, injunction, decree, statute, rule or regulation applicable to the imposition of any Security Interest upon any assets of the Parent Buyer or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent of their properties or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectassets.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAncillary Agreements by the Seller, nor the consummation performance by the Parent or the Acquisition Subsidiary, as the case may be, Seller of the transactions contemplated hereby Seller’s obligations hereunder or therebythereunder, will (aA) conflict with or violate the Organizational Documents of the Seller, (B) violate any provision Law to which the Seller is subject or require the Consent of any Governmental Authority, in each case subject to compliance with the Securities Act and state securities Laws and excluding any such Laws that are applicable, or Consents that are required, solely by reason of the organizational documents or bylaws identity of the Parent Buyer as a transferee of the Transferred Interests, or (C) require Consent under any Contract of the Acquisition SubsidiarySeller, except, in each case within the foregoing clause (C), as would not, individually or in the case may beaggregate, (b) require on reasonably be expected to prevent or materially delay the part consummation of the Parent Transaction. Legal Proceedings. There are no Actions pending or, to the knowledge of the Seller, threatened by or against the Acquisition SubsidiarySeller or any Affiliate of the Seller that challenge or seek to restrain, enjoin, or otherwise prevent or delay the consummation of the Transaction or that, if adversely determined, would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Transaction. Brokers. The Seller does not and will not have any liability for the payment of any fees or commissions to any broker, finder, agent, investment banker, or financial advisor in connection with the Transaction. Capitalization; Subsidiaries. (i) The Seller holds of record, owns beneficially, and has good and marketable title to, all of the Transferred Interests, free and clear of any restrictions on Transfer or other Liens (other than Liens arising under the Securities Act or state securities Laws, as applicable), and holds no other direct or indirect Equity Equivalents of the case may beCompany. The Seller is not a party to any option, any filing withwarrant, purchase right, redemption right, or permit, authorization, consent or approval of, any Governmental Entity, other Contract that could require the Seller to Transfer the Transferred Interests (other than filing of Form D with this Agreement and the SEC and Company Operating Agreement). The Seller is not a party to any applicable state securities filings voting trust, proxy, or other Contract with respect to the offering voting of the Merger Shares, which will be completed by Parent following Transferred Interests or any registration rights agreement or other Contract with respect to the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case registration of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation Transferred Interests. All of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.the

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (aA) conflict with or violate any provision applicable Law or Order of any Governmental Authority or the Constituent Instruments of the organizational documents Company or bylaws any of the Parent or the Acquisition Subsidiary, as the case may beits Subsidiaries, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cB) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any of the terms, consent conditions, or waiver underprovisions of any note, any contract bond, mortgage, indenture, agreement, lease, or other instrument or obligation to which the Parent Company or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either is bound the Company or any of its Subsidiaries may be bound, except for such defaults (or rights of termination, cancellation, or acceleration) as to which any of their assets are subjectrequisite waivers or consents have been, exceptor will prior to the Closing be, obtained or which if not obtained or made would not, individually or in the case of the foregoing clauses (b) and (c)aggregate, for (i) any conflict, breach, default, acceleration, termination, modification prevent or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect materially delay the consummation of the transactions contemplated hereby by this Agreement or have a Material Table of Contents Adverse Effect on the Company, or (C) require any declaration, filing, or registration with, or notice to, or authorization, consent, or approval of any Governmental Authority, other than (i) as specified in Section 4(c) of the Disclosure Schedule, (ii) any noticesuch declarations, consent filings, registrations, notices, authorizations, consents, or waiver approvals which, if not obtained or made, would not, individually or in the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect aggregate, prevent or materially delay the consummation of the transactions contemplated herebyby this Agreement or have a Material Adverse Effect on the Company, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (eiii) violate any Laws requirements which become applicable to the Parent Company or the Acquisition Subsidiary, except, in the case its Subsidiaries as a result of the foregoing clause specific regulatory status of any Buyer (eor any of its respective Affiliates) or as a result of any other facts that specifically relate to any business or activities in which any Buyer (or any of its respective Affiliates) is or proposes to be engaged. In addition, specifically with respect to the Technology Development Agreement No. MDA972-95-3-00036 concerning the "Development of Flexible Thin Film Copper Indium diSelenide Photovoltaics" between Flexible Thin-Film CIS Photovoltaics Vapor Manufacturing Consortium and the Defense Advanced Research Projects Agency ("DARPA"), such violations that would effective May 30, 1995, as amended (the “VPM Agreement”), the sale of the Shares by the Seller to the Buyers pursuant to the terms of this Agreement will not reasonably be expected create any claim against Company arising under the VPM Agreement, including but not limited to have any claim for a Parent Material Adverse Effectreturn of funds advanced by DARPA to the Company or Consortium.

Noncontravention. Subject Except for the filings, permits, authorizations, consents and approvals that may be required under, and other applicable requirements of, the Exchange Act, and subject to compliance with the filing applicable requirements of the Certificate Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger 1976, as required by amended (the DGCL“Xxxx-Xxxxx-Xxxxxx Act”), and any foreign antitrust filing requirements, and subject to obtaining the Stockholder Approval, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Seller of this Agreement or the Transaction Documentation to which it is a partyRevenue Sharing Agreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Seller of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or the Acquisition Subsidiary, as the case may beSeller, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, Seller any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), other than filing of Form D with any filing, permit, authorization, consent or approval which if not made or obtained would not be reasonably expected to have a Material Adverse Effect on the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective TimeTransferred Assets, (c) to the Knowledge of Seller conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of any obligations under, create in any party any the right to terminate, modify any provision or cancel, or require any notice, consent or waiver under, any contract or instrument to which Material Business Agreement listed in Section 3.6 of the Parent or the Acquisition SubsidiaryBusiness Disclosure Letter, except in each such case, as required or contemplated by the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case terms of the foregoing clauses (b) and (c)Material Business Agreements or Transferred Agreements, for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which as would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect on the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated herebyTransferred Assets, (d) to the Knowledge of Seller result in the imposition of any Security Interest Encumbrance upon any assets of the Parent or the Acquisition Subsidiary Transferred Assets, or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Acquisition Subsidiary, except, in the case any of the foregoing clause (e)Transferred Assets, such violations other than any violation that would not reasonably be expected to have a Parent Material Adverse EffectEffect on the Transferred Assets.

Noncontravention. Subject to The execution, delivery, and performance by the filing Borrower and each of the Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Guarantors of this Agreement or and the Transaction Documentation other Loan Documents to which it is a party, nor party and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, it of the transactions contemplated hereby or thereby, and thereby do not and will not (ai) conflict with or violate result in a violation of any provision of the organizational documents charter or bylaws of the Parent Borrower or the Acquisition Subsidiary, as the case may beany Guarantor, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, with or result in a breach violation of any provision of, or constitute (with or without due the giving of notice or lapse the passage of time or both) a default under, result in or give rise (with or without the acceleration giving of obligations under, create in any party notice or the passage of time or both) to any right to terminateof termination, modify cancellation, or cancelacceleration under, or require any noticeconsent, consent approval, authorization or waiver underof, or notice to, any contract party to, any bond, debenture, note (including, without limitation, the Ascend Note and the Convertible Notes) mortgage, indenture, lease, contract, agreement, or other instrument or obligation (each, a "MATERIAL CONTRACT"), to which the Parent Borrower or the Acquisition Subsidiary, as the case may be, any Guarantor is a party or by which either is bound the Borrower or to which any Guarantor or any of their assets are subjectrespective properties may be bound or any Permit held by the Borrower or any Guarantor, (iii) except with respect to Liens in favor of the Administrative Agent and the Lenders, result in the creation or imposition of any Encumbrance upon the properties of the Borrower or any Guarantor, or (iv) assuming compliance with the matters referred to in SECTION 3.7, violate any Applicable Law binding upon the Borrower or any Guarantor, except, in the case of the foregoing clauses (b) ii), (iii), and (c)iv) above, for (i) any conflictsuch conflicts, breachviolations, defaultdefaults, accelerationterminations, terminationcancellations, modification accelerations, or cancellation Encumbrances which would not reasonably be expected to not, individually or in the aggregate, have a Parent Material Adverse Effect Effect, and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e)ii) above, for (A) such violations consents, approvals, authorizations, and waivers that would not reasonably be expected to have a Parent Material Adverse Effectbeen obtained and are unconditional and in full force and effect and such notices that have been duly given and (B) such consents, approvals, authorizations, waivers, and notices that are disclosed on SCHEDULE 3.6.

Noncontravention. Subject to the filing of the Certificate of Merger as required The execution, delivery and performance by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Exxxxxx of this Agreement and by Exxxxxx or any of its Affiliates of the other Transaction Documentation Documents and Restructuring Agreements to which it is or will be a party, nor as applicable, and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby and thereby do not and will not, assuming compliance with the matters referred to in Section 3.03 and completion of the Deferred Closing Actions, whether after the giving of notice or therebythe lapse of time or both, will (a) conflict with or violate any provision the certificate of the organizational documents incorporation or bylaws (or similar organizational documents) of the Parent Exxxxxx or any Emerald Entity (or the Acquisition SubsidiaryRetained Subsidiaries, as with respect to the case may beBusiness, the Purchased Assets or the Assumed Liabilities), (b) require on the part of the Parent violate or the Acquisition Subsidiary, as the case may be, breach any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective TimeApplicable Law, (c) conflict with, result in a breach ofrequire any consent, authorization, approval or other action by any other Person under, constitute (with or without due notice or lapse of time or both) a default under, or result in or give rise to any right of termination, cancellation, acceleration or adverse modification of any right or obligation of Exxxxxx or any Emerald Entity (or the Retained Subsidiaries, with respect to the Business, the Purchased Assets or the Assumed Liabilities) or to a loss of any benefit to which Exxxxxx or any Emerald Entity (or any Retained Subsidiary, with respect to the Business, the Purchased Assets or the Assumed Liabilities) is entitled under any provision of any Material Contract or any Specified Insurance Policy (or any other Contract that is material to the Business) binding upon Exxxxxx or any Emerald Entity (or Retained Subsidiary, with respect to the Business, the Purchased Assets or the Assumed Liabilities), or (d) result in the acceleration creation or imposition of obligations underany Lien on any Purchased Asset or on any asset of any Emerald Entity, create in except for any party any right to terminatePermitted Liens, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, exceptwith such exceptions, in the case of the foregoing each of clauses (b) and through (cd), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which as would not reasonably be expected to have be material to the Business, taken as a Parent Material Adverse Effect whole, and would not reasonably be expected to adversely affect the consummation of prevent, materially impair or materially delay the transactions contemplated hereby by this Agreement or (ii) any noticeother Transaction Document to which Exxxxxx, consent XX NewCo or waiver the absence any of which would not reasonably be expected to have their respective Affiliates is a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectparty.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree or violate other restriction of any government, governmental agency or court to which the Target or any of its Subsidiaries is subject or any provision of the organizational documents charter or bylaws of the Parent Target or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent Target or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either it is bound or to which any of their its assets are is subject, exceptexcept where the violation, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation, or cancellation which failure to give notice would not reasonably be expected to have a Parent Material Adverse Effect material adverse effect on the business, financial condition or results of operations of the Target and would not reasonably be expected its Subsidiaries taken as a whole or on the ability of the Parties to adversely affect the consummation of consummate the transactions contemplated hereby by this Agreement. Other than in connection with the provisions of the Hart-Scott-Rodino Act, the Xxxxxxx Xxxxxxxs Corporation Law, the Securities Exchange Act, the Securities Act, state securities laws, and with regard to any required governmental or (iiregulatory approvals or consents relating to the telecommunications industry, the laws, rules or regulations of the United States, the several states or the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands and of any other jurisdiction in which such approvals or consents may be required, and any other statutes, rules or regulations set forth in Section 3(d) of the Target Disclosure Letter, neither the Target nor any noticeof its Subsidiaries needs to give any notice to, make any filing with or obtain any authorization, consent or waiver approval of any government or governmental agency in order for the absence of which would not reasonably be expected Parties to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of consummate the transactions contemplated herebyby this Agreement, (d) result in except where the imposition failure to give notice, to file or to obtain any authorization, consent or approval would not have a material adverse effect on the business, financial condition or results of any Security Interest upon any assets operations of the Parent Target and its Subsidiaries taken as a whole or on the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case ability of the foregoing clause (e), such violations that would not reasonably be expected Parties to have a Parent Material Adverse Effectconsummate the transactions contemplated by this Agreement.

Noncontravention. Subject to To the filing Knowledge of the Certificate of Merger as required by the DGCLSellers, neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which any of WestCoast and its Subsidiaries is subject or any provision of the organizational documents charter or bylaws of any of WestCoast and its Subsidiaries or (ii) except as reflected in the Parent or the Acquisition SubsidiaryDisclosure Schedule, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, lease, license, instrument, or waiver under, any contract or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, any of WestCoast and its Subsidiaries is a party or by which either it is bound or to which any of their its assets are subject, except, is subject (or result in the case imposition of the foregoing clauses (b) and (cany Security Interest upon any of its assets), except for (i) any such which will be satisfied by obtaining, prior to Closing, consents to the transactions contemplated by this Agreement or where the violation, conflict, breach, default, acceleration, termination, modification modification, cancellation, failure to give notice, or cancellation which Security Interest would not reasonably be expected have material Adverse Consequences on the business, financial condition, operations or results of operations of WestCoast and its Subsidiaries or on the ability of the Parties to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of consummate the transactions contemplated hereby by this Agreement. None of WestCoast and its Subsidiaries is required to give any notice to, make any filing with, or (ii) obtain any noticeauthorization, consent consent, or waiver approval of any government or governmental agency in order for the absence of which would not reasonably be expected Parties to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of consummate the transactions contemplated herebyby this Agreement, (d) result in except where such notice or filing will be accomplished prior to Closing or the imposition failure to give notice, to file, or to obtain any authorization, consent, or approval would not have material Adverse Consequences on the business, finacial condition, operations or results of any Security Interest upon any assets operations of WestCoast and its Subsidiaries or on the ability of the Parent Parties to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Parties have agreed that no filing is required under the Hart-Scott-Rodino Act in connection with this trxxxxxxxxx; xxx xxl Parties are aware that certain filings or consents may be required with various state agencies in connection with the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case regulation of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectliquor sales.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLNevada Act, neither the execution and delivery by the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyDocuments, nor the consummation by the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, (b) require on the part of the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect required notification to the offering of the Merger SharesFinancial Industry Regulatory Authority (“FINRA”), for which Parent and MergerCo are responsible and which Parent and MergerCo will be completed by Parent following the Effective Timeprovide when necessary, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition SubsidiaryMergerCo, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary MergerCo or (e) violate any Laws applicable to the Parent or the Acquisition SubsidiaryMergerCo or any of their properties or assets. For purposes of this Agreement, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a “Parent Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), or results of operations of the Parent and its subsidiaries, taken as a whole.

Noncontravention. Subject to (i) Assuming the filing Class B Non-Voting Stock Authorization and the accuracy of the Certificate of Merger as required by the DGCLeach Investor’s representations in Section 3.02(b), neither the execution and delivery by the Parent of this Agreement or the Acquisition SubsidiaryRegistration Rights Agreement, nor the consummation of the transactions contemplated hereby and thereby (which shall include the issuance of (A) PIK Dividends on any PIK Dividend Issuance Date, (B) the Common Stock, Class B Non-Voting Stock, Series A Preferred Stock and Series B-2 Preferred Stock when issued in accordance with the terms of the Series A Certificate of Designation, Series B Certificate of Designation or Amended and Restated Certificate of Incorporation, as the case may be, and (C) Series A-1 Preferred Stock and Common Stock upon the conversion of this Agreement or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebySeries B Preferred Stock and Class B Non-Voting Stock on any Threshold Conversion Issuance Date), will (aA) conflict with violate any Applicable Law to which the Corporation or violate any of its Subsidiaries is subject or any provision of the organizational documents Certificate of Incorporation or the Bylaws or the certificate of incorporation or bylaws or similar constituent documents of the Parent Corporation’s Subsidiaries or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cB) conflict with, result in a breach or violation of, constitute a default (with or without due notice or lapse the passage of time or bothtime) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or give rise to a right to put or to compel a tender offer for outstanding securities of the Corporation or any of its Subsidiaries or require any notice, consent consent, waiver or waiver approval under, any contract agreement, contract, lease, license, loan, debt instrument, note, bond, indenture, mortgage, deed of trust, joint venture agreement, approval of a Governmental Authority (other than any notification and waiting period that may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976) or instrument other arrangement to which the Parent Corporation or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party or by which either the Corporation or any of its Subsidiaries is bound or to which any of their the Corporation’s or its Subsidiaries’ assets are subject, except, is subject (or result in the case imposition of the foregoing clauses (b) and (cany mortgage, pledge, Lien, encumbrance, charge or other security interest upon any of such assets or properties), for (i) any conflictexcept in either case, breachwhere such violation, default, acceleration, termination, modification conflict or cancellation which default would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDGCL and the Articles of Merger as required by the Nevada Revised Statutes, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation Documents to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of a Current Report on Form 8-K and the filing of a Form D with the SEC and any applicable state securities filings with respect to the offering of Merger Shares and the Merger Sharesshares issued in the Private Placement Offering, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest security interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLDelaware General Corporation Law, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Adsmart of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Adsmart of the transactions contemplated hereby or therebyhereby, will (a) conflict with or violate any provision of the organizational documents Restated Certificate of Incorporation or bylaws Amended and Restated By-laws of the Parent Adsmart or the Acquisition Subsidiarycharter, By-laws or other organizational document of any Subsidiary (as the case may bedefined below), (b) require on the part of the Parent Adsmart or the Acquisition Subsidiary, as the case may be, any Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Adsmart or the Acquisition Subsidiary, as the case may be, any Subsidiary is a party or by which either Adsmart or any Subsidiary is bound or to which any of their assets are is subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent an Adsmart Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent an Adsmart Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Parent Adsmart or the Acquisition any Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Adsmart, any Subsidiary or the Acquisition Subsidiaryany of their properties or assets. For purposes of this Agreement: "Security Interest" means any mortgage, exceptpledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the case Ordinary Course of Business (as defined below) of Adsmart and not material to Adsmart; and "Ordinary Course of Business" means the foregoing clause (e)ordinary course of Adsmart's business, such violations that would not reasonably be expected to have a Parent Material Adverse Effectconsistent with past custom and practice.

Noncontravention. Subject to Assuming (i) the filings required under the Xxxx-Xxxxx-Xxxxxx Act are made and the waiting period thereunder has been terminated or has expired, (ii) the prior notification and reporting requirements of the EU Competition Laws as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are complied with or made and the waiting period thereunder has been terminated or has expired and the necessary approvals, if any, have been obtained, (iii) the Central Works Council Approval has been obtained, (iv) the filing of the Certificate Articles of Merger and other appropriate merger documents, if any, as required by the DGCLColorado Business Corporation Act, neither are made and (v) the Buyer Shareholder Approval has been obtained, the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or by the Transaction Documentation to which it is a party, nor Buyer and the Merger Subsidiary and the consummation by the Parent or Buyer and the Acquisition Subsidiary, as the case may be, Merger Subsidiary of the transactions contemplated hereby or thereby, will not: (aA) conflict with or violate any provision of the corporate charter or the bylaws or other organizational documents or bylaws of the Parent Buyer and the Merger Subsidiary ; (B) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to the Buyer or the Acquisition Subsidiary, as Merger Subsidiary or any of the case Buyer's Subsidiaries or by which any of their respective properties or assets may be, be bound; (bC) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing by the Buyer or any of its Subsidiaries with, or the obtaining by the Buyer or any of its Subsidiaries of any permit, authorization, consent or approval of, or the giving of any Governmental Entitynotice by the Buyer or any of its Subsidiaries to, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Sharesgovernmental or regulatory body, which will be completed by Parent following the Effective Time, agency or authority; or (cD) conflict with, result in a violation or breach ofof any of the terms, constitute (with conditions or without due notice provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or lapse of time other instrument or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument obligation to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, any of its Subsidiaries is a party party, or by which either is bound any such Person or to which any of their its properties or assets are subjectbound, except, except in all such cases where the case of the foregoing clauses (b) and (c), for (i) any conflictviolation, breach, default, acceleration, termination, modification default or cancellation which failure to file would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect impair or materially delay the consummation ability of the transactions contemplated hereby or (ii) any notice, consent or waiver Buyer and the absence of which would not reasonably be expected Merger Subsidiary to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of consummate the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectunder this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub of any of the transactions contemplated hereby or therebyhereby, will will: (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, and Merger Sub; (b) require on the part of the Parent or the Acquisition SubsidiaryMerger Sub any registration, as the case may be, any declaration or filing with, or any permit, order, authorization, consent or approval of, any Governmental EntityAuthority, other than except for (i) to the extent applicable, the filing by Parent of Form D such reports and information with the SEC under the Exchange Act as may be required in connection with this Agreement and any applicable state securities the other transactions contemplated by this Agreement; (ii) the notification requirements under the HSR Act, or filings with respect or notifications related to other Antitrust Laws, if applicable; (iii) the offering filing of the Certificate of Merger Shareswith the Secretary of State of the State of Delaware; and (iv) any registration, which will declaration, filing, permit, order, authorization, consent or approval that if not made or obtained would not reasonably be completed by expected to have a material adverse effect on Parent’s or Merger Sub’s ability to execute and deliver this Agreement or consummate the Closing or the other transactions contemplated hereby (a “Parent following the Effective Time, Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract or instrument agreement to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either Parent is bound or to which any of their assets are subjectbound, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification acceleration or cancellation which right to terminate or modify that would not reasonably be expected to have result in a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence failure of which to make or obtain would not reasonably be expected to have result in a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, Effect; (d) result in the imposition of violate any Security Interest upon any assets of the Legal Requirement applicable to Parent or the Acquisition Subsidiary any of its properties or (e) violate assets, except for any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations violation that would not reasonably be expected to have a Parent Material Adverse Effect; or (e) render Parent insolvent or unable to pay its debts as they become due.

Noncontravention. Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as required by the DGCLDelaware General Corporation Law, neither the execution and delivery by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of this Agreement or (in the Transaction Documentation to which it is a partycase of the Buyer) the Escrow Agreement, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents charter or bylaws By-laws of the Parent Buyer or the Acquisition Transitory Subsidiary, as the case may be, (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with except where the SEC and any applicable state securities filings with respect failure to the offering of the Merger Sharesfile, which will or to obtain such permit, authorization, consent or approval would not reasonably be completed by Parent following the Effective Time, expected to cause a Buyer Material Adverse Effect (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in violate any order, writ, injunction, decree, statute, rule or regulation applicable to the imposition of any Security Interest upon any assets of the Parent Buyer or the Acquisition Transitory Subsidiary or any of their properties or assets or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer, its subsidiaries or any of their properties or assets, including, without limitation, the ESEA, the IDEA and any other federal, state or local law, statute, rule, regulation, standard, guide or order pertaining to the authorization to operate public schools or the Acquisition Subsidiaryeligibility to receive funding under federal, except, in state or local programs related to the case operation of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectpublic schools.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyby IBC, Xxxxxxxxx and Xxxxxxxxx nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, nor the performance by IBC, Xxxxxxxxx and Xxxxxxxxx of their respective covenants and agreements hereunder (di) violates any provision of the Articles of Incorporation or ByLaws of IBC; (ii) violates any existing law, statute, ordinance, regulation, or any order, judgment or decree of any court or governmental agency to which IBC is a party or by which any of the Assets are bound; or (iii) conflicts with or will result in any breach of any of the terms of or constitute a default under or result in the imposition termination of any Security Interest upon agreement to which IBC, Xxxxxxxxx and/or Xxxxxxxxx is a party or the creation of any assets lien pursuant to the terms of any indenture, mortgage, real property lease, securities purchase agreement, credit or loan agreement or other agreement to which IBC, Xxxxxxxxx and Xxxxxxxxx is a party or by which IBC, Xxxxxxxxx or Xxxxxxxxx or any of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable Assets are bound, to the Parent extent such violation thereof, conflict therewith, breach thereof, default thereunder or termination thereof would have a "Material Adverse Effect" as hereinafter defined. "Material Adverse Effect" as used with respect to IBC and the Acquisition SubsidiaryAssets means any circumstances, except, in the case state of the foregoing clause (e), such violations that would not facts or matters which might reasonably be expected to have an adverse effect in respect of the Assets or business of IBC resulting in a Parent Material Adverse Effect20% or greater reduction in net sales or net worth of IBC or the value of the Assets.

Noncontravention. Subject to Except for (A) filings required under the filing Securities Act of 1933, as amended and/or the Certificate Securities and Exchange Act of 1934, as amended, and (B) Security Interests that may be granted by Parent and its Subsidiaries and/or the Buyer and Merger as required Subsidiary in connection with the “Required Financing” contemplated by the DGCLSection 4.6 of this Agreement, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, and Buyer of this Agreement or the Transaction Documentation to which it is a partyDocumentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, and Buyer of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may beBuyer, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may beBuyer, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, Buyer is a party or by which either is bound or to which any of their its assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent DSH Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent DSH Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary Buyer or (e) violate any Laws applicable to the Parent Parent, Buyer or the Acquisition SubsidiaryMerger Subsidiary or any of their properties or assets. For purposes of this Agreement, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent “DSH Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), or results of operations of the Parent, the Buyer and their respective subsidiaries, when taken as a consolidated whole.

Noncontravention. Subject to The execution, delivery and ---------------- performance by the filing Seller, the Asset Sale Subsidiaries and the Selling Subsidiaries, as applicable, of this Agreement and the Related Agreements do not, and the consummation by the Seller, the Asset Sale Subsidiaries and the Selling Subsidiaries, as applicable of the Certificate of Merger as required by transactions contemplated hereby and thereby will not, (i) subject to obtaining or making the DGCL, neither the execution and delivery by the Parent or the Acquisition SubsidiaryConsents and/or Filings, as the case may be, of this Agreement referred to in Section 4.5, contravene, conflict with or the Transaction Documentation to which it is a partyviolate any Applicable Law, nor the consummation by the Parent or the Acquisition Subsidiary(ii) contravene, as the case may be, of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws Charter Documents of the Parent Seller or any of the Acquisition SubsidiaryAsset Sales Subsidiaries, Selling Subsidiaries or Spirits Subsidiaries or (iii) subject to obtaining or making the Consents and/or Filings, as the case may be, (b) require on the part of the Parent referred to in Section 4.5, contravene, conflict with or the Acquisition Subsidiary, as the case may be, violate or constitute a default under any filing withprovision of, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the termination or acceleration of obligations of, or entitle any party to terminate or accelerate any obligation under, create in or entitle any party to exercise any right of first offer, right of first refusal, option, call right or other similar right to acquire the Transferred Shares, the Transferred Minority Interests, the assets which, if owned on the Closing Date, constitute a Transferred Assets or any assets of the Spirits Subsidiaries, or result in the imposition of any Lien upon the Transferred Shares, the Transferred Minority Interests, the Transferred Assets or any assets of the Spirits Subsidiaries pursuant to, or give any person the right to cancel, terminate, or modify or cancel, or require any notice, consent or waiver under, any contract or instrument Contract relating to the Business to which the Parent Seller or any of the Acquisition SubsidiaryAsset Sale Subsidiaries, as the case may be, Selling Subsidiaries or Spirits Subsidiaries is a party or by which either is bound the Seller or to which any of their assets are subjectthe Asset Sale Subsidiaries, exceptSelling Subsidiaries or Spirits Subsidiaries is bound, except (A) in each case, as set forth on Schedule 4.6 and (B), in the case of the foregoing clauses (bii) and (ciii), for (i) any conflictsuch contraventions, breachconflicts, defaultviolations defaults, accelerationterminations, terminationaccelerations, modification exercises, Liens, cancellations or cancellation modifications which would not be reasonably be expected likely to have have, individually or in the aggregate, a Parent Material Adverse Effect and would not reasonably be expected to adversely affect or prevent or materially delay the consummation of by the transactions contemplated hereby or (ii) any noticeSeller, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect Asset Sale Subsidiaries and would not reasonably be expected to adversely affect the consummation Selling Subsidiaries of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing Assuming receipt of the Certificate HSR Approval and the Governmental Authorizations set forth on Exhibit D, except as set forth on Schedule 3D of Merger as required by the DGCLCompany Disclosure Letter, neither the execution execution, delivery and delivery by the Parent or the Acquisition Subsidiary, as the case may be, performance of this Agreement or the Transaction Documentation to which it is a partyby Seller do not, nor and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Seller of the transactions contemplated hereby or therebywill not, will (ai) conflict with contravene or violate any provision of the organizational documents or bylaws Organizational Documents of the Parent or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withSeller, or permit, authorization, consent or approval (ii) constitute a material default of, give any Governmental Entity, other than filing of Form D with third party the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancelaccelerate any obligation under, or require any noticeauthorization, consent consent, approval, exemption or waiver underother action by, or notice to, any contract or instrument Governmental Entity as a result of, any Order to which the Parent or the Acquisition Subsidiary, as the case may beSeller, is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected with respect to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e)ii) as would not, such violations individually or in the aggregate, be material. 3E. Title. Seller owns, beneficially and of record, each Seller Interest free and clear of all Liens other than those arising pursuant to this Agreement and applicable securities Laws. All of the Seller Interests have been duly authorized and validly issued pursuant to the Company’s Organizational Documents. Seller hereby represents and warrants as of the Original Agreement Date that, except as set forth on Schedule 3E of the Company Disclosure Letter, (i) there are no outstanding options, warrants or other rights to purchase or otherwise acquire any equity interests of the Company or its Subsidiaries or obligations of any kind convertible into or exchangeable for any equity interests of the Company or its Subsidiaries, (ii) there are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities of the Company or its Subsidiaries and (iii) there are no voting trusts, limited liability company agreements, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or transfer of any of the equity interests of the Company or any of its Subsidiaries. Seller hereby represents and warrants as of the Closing Date, should the Closing occur, that would not reasonably be expected (i) there are no outstanding options, warrants or other rights to have purchase or otherwise acquire any equity interests of the Company or its Subsidiaries or obligations of any kind convertible into or exchangeable for any equity interests of the Company or its Subsidiaries, (ii) there are no outstanding contractual obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities of the Company or its Subsidiaries and (iii) there are no voting trusts, limited liability company agreements, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a Parent Material Adverse Effect.party with respect to the voting or transfer of any of the equity interests of the Company or any of its Subsidiaries. 3F.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCLNRS, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, NCR of this Agreement or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, NCR of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, NCR (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, NCR any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent NCR following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent or the Acquisition Subsidiary, as the case may be, NCR is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent NCR Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent NCR Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary NCR or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse EffectNCR.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement, the P City Agreement, the Deposit Escrow Agreement, the Post-Closing Escrow Agreement or the Transaction Documentation to which it is a party, any other agreement contemplated hereby nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or thereby, and thereby will (ai) conflict with violate any statute, regulation, rule, injunction, judgment, order or violate decree of any government, governmental agency or court to which any of the Company, its Subsidiaries, PCI or the Venture is subject or by which it or its assets may be bound, or (ii) result in a breach or default under any provision of the charter, bylaws or other organizational documents or bylaws of any of the Parent Company, its Subsidiaries or PCI or of the Venture Agreement or the Acquisition Subsidiary, as Indenture of Trust for the case may be, Trust or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, cancel or require any noticenotice under any agreement, consent or waiver undernote, any contract bond, mortgage, contract, lease, license, permit or instrument to which any of the Parent Company, its Subsidiaries, PCI or the Acquisition Subsidiary, as the case may be, Venture is a party or by which either it is bound or to which any of their its assets are subjectis subject or any Service Contract (or result in the imposition of any Lien upon any of its assets), exceptexcept where, in the case cases of the foregoing clauses (bi) and (ciii), for (i) any conflictsuch violations, breachconflicts, defaultbreaches, accelerationdefaults, terminationaccelerations, modification terminations, modifications, cancellations, failures to give notice or cancellation which Liens would not reasonably be expected to not, individually or in the aggregate, have a Parent Material Adverse Effect Effect. Other than as required by the Delaware General Corporation Law, none of the Company and its Subsidiaries, PCI or the Venture needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any government or governmental agency or other Person in order for the Parties to execute and deliver this Agreement, the P City Agreement and the other agreements contemplated hereby or consummate the transactions contemplated hereby and thereby, except where the failure to give notice, to file or to obtain any authorization, consent or approval would not reasonably be expected to adversely affect not, individually or in the aggregate, have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the P City Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby will not permit any stockholder, partner, joint venturer or (ii) any notice, consent or waiver the absence other holder of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result an interest in the imposition of Company, any Security Interest upon any assets of the Parent Subsidiary, PCI or the Acquisition Subsidiary Venture to exercise or (e) violate invoke any Laws applicable to the Parent buy-sell, right of first refusal or the Acquisition Subsidiaryfirst offer, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectpurchase option or other purchase or option right.

Noncontravention. Subject to compliance with the applicable requirements of the Harx-Xxxxx-Xxxxxx Xxt and subject to the filing of the Certificate California Merger Filings and the Delaware Merger Filings, and assuming (in the case of Merger as required by clause (b) below) the DGCLaccuracy of the Company's representations and warranties in Section 2.6 above, neither the execution and delivery by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of this Agreement or (in the Transaction Documentation to which it is a partycase of the Buyer) the Escrow Agreement, the Shareholder Agreements or the Exchange Agreement, nor the consummation by the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the organizational documents Articles of Incorporation or bylaws By-laws of the Parent Buyer or the Acquisition Transitory Subsidiary, as the case may be, (b) require on the part of the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Parent Buyer or the Acquisition Subsidiary, as the case may be, Transitory Subsidiary is a party or by which either is bound or to which any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, or (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws order, writ, injunction, decree, statute, rule or regulation applicable to the Parent Buyer or the Acquisition Subsidiary, except, in the case Transitory Subsidiary or any of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effecttheir properties or assets.

Noncontravention. Subject to To the filing Knowledge of the Certificate of Merger as required by the DGCLBuyer, neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (ai) conflict with or violate any provision constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of the organizational documents any Governmental Entity to which either Buyer is or bylaws of the Parent or the Acquisition Subsidiary, as the case may Transitory Subsidiary will be, subject or (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (cii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify or cancel, or require any noticenotice of consent under any agreement, consent contract, lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent either Buyer is, or the Acquisition Subsidiary, as the case may Transitory Subsidiary will be, is a party or by which either is they are or will be bound or to which any of their assets are subject, except, or will be subject (or result in the case imposition of the foregoing clauses (b) and (cany Lien upon any of their assets), for (i) any except where the violation, conflict, breach, default, acceleration, termination, modification modification, cancellation, failure to give notice or cancellation which Lien would not reasonably be expected to have a Parent Material Adverse Effect Effect. Neither the execution and would not reasonably be expected to adversely affect the consummation delivery of the transactions contemplated hereby or (ii) any noticethis Agreement, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect nor the consummation of the transactions contemplated hereby, will violate any provision of the articles of organization, operating agreement, charter or bylaws of Buyer or Transitory Subsidiary. To the Knowledge of Buyer and other than in connection with (di) result in the imposition provisions of the Xxxx-Xxxxx-Xxxxxx Act, the Alabama Business Corporation Act the Securities Act, the Securities Exchange Act and state securities laws, (ii) the necessary notices to and consents and approvals, if any, of the FCC, and (iii) the necessary notices to and consents and approval if any, of state public utility commissions or similar state regulatory bodies pursuant to applicable state laws regulating the telephone, commercial mobile radio service or other telecommunications business, Buyer is not, and Transitory Subsidiary will not be, required to give any notice to, file with or obtain authorization, consent or approval of any Security Interest upon any assets of Governmental Entity in order for Buyer to perform its obligations under this Agreement except where the Parent failure to give such notice, to file or the Acquisition Subsidiary to obtain such authorization, consent or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that approval would not reasonably be expected to have a Parent Material Adverse Effect.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby hereby, shall (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or therebyother restriction of any, will federal, state and foreign court, commission, governmental body, regulatory or administrative agency, authority or tribunal (aeach "Governmental Entity") conflict with to which Target is subject or violate any provision of the organizational documents Restated Certificate, or bylaws of the Parent Target or the Acquisition Subsidiary(ii) assuming that all consents, as the case may beapprovals, (bauthorizations and other actions described in Schedule 3(d) require on the part of the Parent have been obtained and all filings and obligations described such Schedule 3(d) have been made or the Acquisition Subsidiary, as the case may be, any filing complied with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice under any agreement, consent contract, mortgage, note lease, license, instrument or waiver under, any contract or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, Target is a party or by which either it is bound or to which any of their its material assets are subject, except, is subject (or result in the case imposition of the foregoing clauses any Security Interest upon any of its material assets), except where with respect to (bi) and (c)ii) above the violation, for (i) any conflict, breach, default, acceleration, termination, modification modification, cancellation, or cancellation which failure to give notice would not have a Material Adverse Effect on the ability of the Parties to consummate the transactions contemplated by this Agreement or upon Parent or Sub. Except as set forth in Schedule 3(d) of the Target Disclosure Schedule, other than (A) the filings and/or notices in connection with the provisions of the Delaware Act or state securities laws and (B) such other consents, approvals, orders, authorizations, permits, filings, reports, or modifications that if not obtained or made would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect prevent or delay the consummation of the transactions contemplated hereby by this Agreement, Target does not need to give any notice to, make any filing with, or (ii) obtain any noticeauthorization, consent consent, or waiver approval of any Governmental Entity in order for the absence of which would not reasonably be expected Parties to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of consummate the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectby this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and the delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyhereby, will (a) conflict with violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any government, governmental agency, or court to which any of the Company and its Subsidiaries is subject or any provision of the organizational documents charter or bylaws of any of the Parent Company and its Subsidiaries or the Acquisition Subsidiary, as the case may be, (b) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice or consent under any agreement, consent contract, lease, license, instrument, or waiver under, any contract or instrument other arrangement to which any of the Parent or the Acquisition Subsidiary, as the case may be, Company and its Subsidiaries is a party or by which either it is bound or to which any of their its assets are subject, except, in the case of the foregoing clauses is subject (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of its assets), other than termination of the Parent waiting period under the Xxxx-Xxxxx-Xxxxxx Act, as well as such violations, conflicts, defaults, accelerations, rights, notices or consents under subparagraphs (a) or (b) which would not result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or impede the ability of the Company and the Significant Stockholders to consummate the transactions contemplated by this Agreement. None of the Company and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, other than the filings required to be made by the Stockholders’ Representative or the Acquisition Subsidiary Company and the Buyer under the Xxxx-Xxxxx-Xxxxxx Act, as well as such other notices, filings, authorizations, consents or (e) violate any Laws applicable to approvals, the Parent absence of which would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, or impede the Acquisition Subsidiary, except, in the case ability of the foregoing clause (e), such violations that would not reasonably be expected Company and the Significant Stockholders to have a Parent Material Adverse Effectconsummate the transactions contemplated by this Agreement.

Noncontravention. Subject to the filing of the Certificate of Merger as required by the DGCL, neither Neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Merger Sub of any of the transactions contemplated hereby or therebyhereby, will (with or without notice or lapse of time, or both): (a) conflict with or violate any provision of the organizational documents certificate of incorporation or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, and Merger Sub; (b) require on the part of the Parent or the Acquisition SubsidiaryMerger Sub any material registration, as the case may be, any declaration or filing with, or any material permit, order, authorization, consent or approval of, any Governmental EntityAuthority, other than except for (i) to the extent applicable, the filing by Parent of Form D such reports and information with the SEC under the Exchange Act as may be required in connection with this Agreement and any applicable state securities the other transactions contemplated by this Agreement; (ii) the notification requirements under the HSR Act, or filings with respect or notifications related to other Antitrust Laws, if applicable; and (iii) the offering filing of the Certificate of Merger Shares, which will be completed by Parent following with the Effective Time, Secretary of State of the State of Delaware; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify terminate or cancelmodify, or require any notice, consent or waiver under, any contract contract, agreement note, lease, license, agreement, contract, indenture or other instrument to which the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which either Parent is bound or to which any of their assets are subjectbound, except, in the case of the foregoing clauses (b) and (c), except for (i) any conflict, breach, default, acceleration, termination, modification acceleration or cancellation which right to terminate or modify that would not reasonably be expected to have result in a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence failure of which to make or obtain would not reasonably be expected to have result in a material adverse effect on Parent’s or Merger Sub’s ability to execute and deliver this Agreement or consummate the Closing or the other transactions contemplated hereby (a “Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, Effect”); (d) result violate, in the imposition of any Security Interest upon material respect, any assets of the Legal Requirement applicable to Parent or the Acquisition Subsidiary any of its properties or assets; or (e) violate any Laws applicable render Parent insolvent or unable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectpay its debts as they become due.

Noncontravention. Subject to Assuming the filing making of all filings and notifications as may be required or advisable in connection with the Certificate transactions described herein under the -18- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger 1976 as amended (the “HSR Act”) and any non-U.S. antitrust, merger control or competition laws (collectively with HSR Act, the “Antitrust Laws”) and the receipt of all clearances, approvals, authorizations, consents and waiting period expirations or terminations as may be required by or advisable in connection with the DGCLtransactions described herein under the Antitrust Laws, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Company of this Agreement or and the Transaction Documentation Documents to which it is (or will be a party) does not (and will not), nor and the performance of its obligations hereunder and thereunder and the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby Transactions will not, (i) result in the creation of any Encumbrance, other than Permitted Encumbrances, on any of the properties, rights or therebyassets of the Company or any of its Subsidiaries (including the Facilities) or any of the shares of Capital Stock, will (aii) contravene, conflict with, or result in any violation of or default under (with or violate without notice or lapse of time, or both), or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, or require any consent, approval or waiver from or notice to any Person pursuant to, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss (including any incremental loss) of any benefit or right under, (A) any provision of the organizational documents or bylaws Organizational Documents, (B) any Material Contract of the Parent Company or the Acquisition Subsidiary, as the case may beany of its Subsidiaries or any Lease, (bC) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing withApplicable Law, or permit, authorization, consent or approval of, (D) any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings Authorization except with respect to clauses (B), (C) and (D) only, any such contravention, conflict, violation or breach that would not have a Material Adverse Effect, or (iii) give any Governmental Entity or other Person the offering right to challenge any of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with Transactions or without due notice to exercise any remedy or lapse of time or both) a default under, result in the acceleration of obligations under, create in obtain any party any right to terminate, modify or cancel, or require any notice, consent or waiver relief under, any contract Applicable Law or instrument any Order to which the Parent Company or any of its Subsidiaries or any of the Acquisition Subsidiaryassets, as rights or properties owned or used by the case may beCompany or any of its Subsidiaries, is a party or by which either is bound or subject. Following the Closing, the Company will be permitted to which any exercise all of their assets are subject, except, in its rights under the case of Material Contracts without the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition payment of any Security Interest upon any assets of additional amounts or consideration other than ongoing fees, royalties or payments which the Parent Company or the Acquisition such Subsidiary or (e) violate any Laws applicable would otherwise have been required to pay pursuant to the Parent terms of such Material Contracts had the Merger or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would other Transactions not reasonably be expected to have a Parent Material Adverse Effectoccurred.

Noncontravention. Subject to Except as set forth in the filing of the Certificate of Merger as required by the DGCLCorporation Disclosure Letter, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, Corporation of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, Corporation of the transactions contemplated hereby or therebyin accordance with the terms hereof, will (ai) conflict with or violate result in a breach of any provision provisions of the organizational documents articles of incorporation or bylaws of the Parent Corporation or any Corporation Subsidiary or the Acquisition Subsidiary, as the case may be, partnership agreement of any Partnership; (bii) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach or violation of, a default under, or the triggering of any payment or other material obligations pursuant to, or accelerate vesting under the Corporation Stock Option Plan or any grant or award made thereunder, (iii) violate, or conflict with, or result in a material breach of any provision of, or constitute a default (or an event which, with or without due notice or lapse of time or both, would constitute a default) a default under, or result in the acceleration termination or in a right of obligations termination or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties of the Corporation, any Corporation Subsidiary or any Partnership under, create or result in any party any right to terminatebeing declared void, modify or cancelvoidable, or require any notice, consent or waiver underwithout further binding effect, any contract of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement, management services agreement or other instrument or commitment or obligation ("Contracts") to which the Parent Corporation, any Corporation Subsidiary or the Acquisition Subsidiary, as the case may be, any Partnership is a party other than Contracts which require the consent of the other party or parties thereto to assign or transfer to Merger Sub or Acquiror by reason of the execution of this Agreement or the consummation of the transactions contemplated herein, which required consents are set forth in the Corporation Disclosure Letter, or by which either the Corporation, any Corporation Subsidiary or Partnership or any of its properties is bound or to which any of their assets are subject, affected except, in the case of all the foregoing clauses matters described in this clause (b) and (ciii), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation with respect to matters which would not reasonably be expected to have result in a Parent Material Corporation Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby Effect; or (iiiv) other than the filings provided for in Article 1 hereof, and as required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx") xxx under the Securities Act and applicable state securities laws and in connection with the maintenance of qualification to do business in other jurisdictions (collectively, the "Regulatory Filings"), require any noticematerial consent, consent approval or waiver authorization of, or declaration, filing or registration with, any domestic governmental or regulatory authority, the absence of failure to obtain which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Corporation Adverse Effect.

Noncontravention. Subject to The execution, delivery and performance by Sellers of this Agreement, and the filing execution, delivery and performance by Xxxxxxx and the Acquired Companies of the Certificate of Merger as required by the DGCL, neither the execution Reorganization and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the other Transaction Documentation Documents to which it a Seller or any Acquired Company is a party, nor and the consummation by Sellers and the Parent or the Acquisition Subsidiary, as the case may be, Acquired Companies of the transactions contemplated hereby or and thereby, do not and will not (a) conflict with or violate any provision of the organizational documents Organizational Documents of either Seller or bylaws of the Parent or the Acquisition Subsidiary, as the case may be, any Acquired Company; (b) require on assuming the part receipt of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any all Seller Regulatory Approvals and Seller Non-Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective TimeConsents, (ci) conflict with, or result in a the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (with or without due whether after the filing of notice or the lapse of time or both) a default of any right or obligation of any Acquired Company under, or result in the acceleration a loss of obligations under, create in any party benefit to which any right to terminate, modify or cancelAcquired Company is entitled under (1) any Assigned Contract, or require (2) any notice, consent or waiver under, any contract or instrument Material Contract to which the Parent or the Acquisition Subsidiary, as the case may be, an Acquired Company is a party or by which either is bound any of its properties or assets are bound, or (ii) result in the creation of any Encumbrance upon any of the Purchased Assets or any of the properties or assets of an Acquired Companies; or (c) assuming the receipt of all Seller Regulatory Approvals and Seller Non-Governmental Consents, violate or result in a breach of or constitute a default under any Law or Governmental Authorization to which Sellers or any Acquired Company or any of their the Purchased Assets or any of the Acquired Companies’ properties or assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have be, individually or in the aggregate, material to the Acquired Companies or the conduct of the Business, impair in any material respect the ability of either Seller to perform its obligations under this Agreement or the Transaction Documents to which either Seller is a Parent Material Adverse Effect and would not reasonably be expected to adversely affect party, or prevent or materially impede or delay the consummation of any of the transactions contemplated hereby by this Agreement or (ii) any notice, consent or waiver the absence of which would not reasonably be expected Transaction Documents. Section 2.6 Title to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation Sufficiency of the transactions contemplated herebyAssets. (a) Except as set forth on Section 2.4(a) of the Disclosure Schedule, (d) result the Acquired Companies have good and marketable title to or a valid leasehold interest in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, reflected in the case Financial Statements, free and clear of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effect.all Encumbrances,

Noncontravention. Subject to Except for the filing prior approval of the Certificate FTC and DOJ and except for the consents set forth in Section 3.1(c) of Merger as required by the DGCLDisclosure Schedule, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this Agreement or the Transaction Documentation to which it is a partyAgreement, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated hereby or therebyunder this Agreement, will (ai) conflict with violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or violate other restriction of any Governmental Authority to which any of the Acquired Companies is subject or to which any Subject Asset is subject or any provision of the organizational documents or bylaws Organizational Documents of each of the Parent Acquired Companies or the Acquisition Subsidiary, as the case may be, (bii) require on the part of the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger SharesSeller’s Knowledge, which will be completed by Parent following the Effective Time, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party any the right to accelerate, terminate, modify modify, or cancel, or require any noticenotice or trigger any rights to payment or other compensation under any agreement, consent contract, lease, license, instrument, or waiver under, any contract or instrument other arrangement to which the Parent or the Acquisition Subsidiary, as the case may be, Acquired Companies is a party or by which either it is bound or to which any of their assets are subjectbound, except, in the case of the foregoing clauses (b) and (c), except for (ixx) required consents to transfer and related provisions and any other third party appraisals or consents contemplated in this Agreement or (yy) where the violation, conflict, breach, default, acceleration, termination, modification modification, cancellation, failure to give notice, right to payment or cancellation which other compensation, or Encumbrance would not have a Material Adverse Effect. Except for the prior approval of the FTC and DOJ and except for the consents of any Governmental Authorities set forth in Section 3.1(c) of the Disclosure Schedule, the Acquired Companies do not need to give notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authorities in order for the Parties to consummate the transactions contemplated by this Agreement except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected with respect to adversely affect the consummation Subject Assets, or the ability of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected Seller to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), such violations that would not reasonably be expected to have a Parent Material Adverse Effectperform its obligations under this Agreement.