Common use of Consents and Approvals; No Violations Clause in Contracts

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 applicable requirements of the Company Disclosure Schedule and HSR Act, the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofSecurities Act, the Exchange Act, the HSR Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of a certificate the Certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement Merger as required by the Company nor GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated hereby by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof hereof, will (ia) conflict with or result in any breach of any provision provisions of the certificate Certificate of incorporation Incorporation or the bylaws By-Laws of the Company or of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its the Company Subsidiaries, (iiib) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (ivc) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its the Company Subsidiaries or any of their properties or assets assets, except in any the case referred to in any of clauses (iib) through and (ivc) abovefor violations, breaches or defaults which would not individually or in the aggregate, would not reasonably be expected to result in aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 applicable requirements of the Company Disclosure Schedule and HSR Act, the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofSecurities Act, the Exchange Act, the HSR Act, state securities or blue sky laws, the rules and regulations of NASDAQ and the filing and recordation of a certificate Certificate of merger under Merger as required by the DGCLGCL, neither no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the executionconsummation by the Company of the transactions contemplated by this Agreement, the Parent Option Agreement and the Company Option Agreement. Neither the execution and delivery or performance of this Agreement, the Parent Option Agreement or the Company Option Agreement by the Company Company, nor the consummation by the Company of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof, will (ia) conflict with or result in any breach of any provision provisions of the certificate Certificate of incorporation Incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part By-Laws of the Company or any of its the Subsidiaries, (iiib) require the consent of any person underexcept as set forth on Schedule 5.5(b), result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company or any of the Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (ivc) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its the Subsidiaries or any of their properties or assets assets, except in any the case referred to in any of clauses (iib) through and (ivc) abovefor violations, breaches or defaults which would not individually or in the aggregate, would not reasonably be expected to result in aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for (a) filings under Section 2.3, (b) filings under the filings or the consents, authorizations or approvals HSR Act and (c) as set forth on in Section 3.4 3.3 of the Company Disclosure Schedule and the filingsLetter, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or and performance by the Company of this Agreement by the Company nor and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not (i) conflict with or result in violate any breach of any provision of the certificate of incorporation or the bylaws of Law applicable to the Company or of any of its Subsidiaries, Subsidiaries or by which any of their respective properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Company or any of its Subsidiaries with, or permit, authorization, consent or approval with respect to the Company or any of its Subsidiaries of, or other action by, any Governmental Entity Authority; (iii) violate or conflict with any provision of the Certificate of Incorporation or by-laws of the Company or any of the Organizational Documents of the Company’s Subsidiaries; (iv) require any consent of or other action by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any Material Contract or any material Permit affecting the assets or business of the Company and its Subsidiaries; or (v) result in the creation or imposition of any Lien other than Permitted Liens on the part any properties or assets of the Company or any of its Subsidiaries, except in the case of clauses (iii) require the consent of any person underi), result in a violation or breach of(ii), accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, or (iv) violate and (v), where any Legal Requirement applicable to the Companysuch violation, any of its Subsidiaries conflict, breach or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) abovedefault would not be reasonably expected to, which individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule (a) The execution and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor do not, and the performance by the Company of this Agreement and, subject to the Company Shareholder Approval of the Company Voting Proposal, the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not, (i) conflict with or result in any breach of violate any provision of the certificate of incorporation or the bylaws Organizational Documents of the Company or of any of its SubsidiariesCompany, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the material terms, conditions or provisions of any ContractMaterial Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, or (iviii) violate any Legal Requirement Law applicable to the Company, any of its Subsidiaries or any of their properties or assets except that could result in any case referred a material Liability to in any of clauses (ii) through the Company or its Subsidiaries, taken as a whole, or (iv) aboveother than in connection with or compliance with (A) the CCC, which individually (B) requirements under other state corporation Laws, (C) the HSR Act and any applicable antitrust and competition Laws of jurisdictions other than the United States, (D) Nasdaq rules and listing standards, and (E) the Exchange Act, require the Company or in any of its Subsidiaries, as applicable. to make any filing or registration with or notification to, or require the aggregateCompany or any of its Subsidiaries, would not reasonably be expected as applicable to result in obtain any authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a Material Adverse Effect“Governmental Entity”).

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act, state securities or blue sky lawsACT"), and the filing any applicable state and recordation of a certificate of merger under the DGCLforeign takeover and antitrust laws, neither the execution, delivery or performance of this Agreement by the Company Stockholder nor the consummation by the Company it of the transactions contemplated hereby nor compliance by the Company it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the its certificate of incorporation formation, operating agreement, by-laws or the bylaws of the Company or of any of its Subsidiariesother charter documents, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on court, administrative agency or commission or other governmental authority or instrumentality (except where the part failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the ability of the Company or any of its SubsidiariesStockholder to consummate the transactions contemplated hereby), (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or of acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which Stockholder is a party or by which it or any its properties or assets may be bound or (iv) as of the date hereof, violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, it or any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectassets.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof Transactions will (i) conflict with or result in any breach of violate any provision of the certificate articles of incorporation or the bylaws (or equivalent organizational documents) of the Company or of any of its SubsidiariesCompany, (ii) require any filing withassuming that the consents, or permitapprovals, authorization, consent or approval of, any Governmental Entity on the part and filings referred to in Section 2.4 of the Company or any of its Subsidiaries, (iii) require the consent of any person underDisclosure Letter are duly obtained and/or made, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which its assets are bound, (iviii) assuming that the consents, approvals and filings listed in Section 2.4 of the Company Disclosure Letter are duly obtained and/or made, violate any Legal Requirement Law applicable to the Company, Company or any of its Subsidiaries or (iv) require on the part of the Company any of their properties filing or assets registration with, notification to, or authorization, consent or approval of, any Governmental Entity; except in any the case referred to in any of clauses (ii), (iii) through and (iv) abovefor such violations, breaches, defaults, terminations, cancellations or accelerations that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which individually to make or in the aggregateobtain, would not reasonably be expected to result in have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofof Governmental Entities in connection with antitrust matters, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement or the Shareholders Agreement by the Company nor Purchaser, the consummation by the Company Purchaser of the transactions contemplated hereby nor set forth in such agreements or compliance by the Company Purchaser with any of the provisions hereof and thereof will (i) conflict with any applicable law or result in any breach of any provision of the certificate of incorporation or the bylaws articles of the Company or of any of its SubsidiariesPurchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iii) require the consent of any person underconsent, approval or notice under or result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Purchaser or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets are bound, or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyPurchaser, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of assets, excluding from the foregoing clauses (ii), (iii) through and (iv) abovesuch violations, breaches or defaults which would not, individually or in the aggregate, would not reasonably be expected have a material adverse effect on Purchaser’s ability to result in a Material Adverse Effectconsummate the Transaction or which arise from the regulatory status of any Warranted Subsidiary.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state or foreign laws relating to takeovers, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, foreign antitrust laws or the laws of other states in which Parent or Purchaser is qualified to do or is doing business, neither the execution, delivery or performance of this Agreement by the Company Parent and Purchaser nor the consummation by the Company Parent and Purchaser of the transactions contemplated hereby nor compliance by the Company Parent and Purchaser with any of the provisions hereof will shall (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or the bylaws by-laws or similar organizational documents of the Company Parent or of any of its SubsidiariesPurchaser, (ii) require on the part of Parent or Purchaser any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or (iv) violate any Legal Requirement applicable other instrument or obligation to the Company, which Parent or Purchaser is a party or by which any of its Subsidiaries them or any of their properties or assets may be bound, except in any case referred to in any for such violations, breaches and defaults (or rights of clauses (iitermination, cancellation or acceleration) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.as

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither none of the execution, delivery or performance of this Agreement by the Company nor or the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof Transactions will (i1) conflict with or result in any breach of any provision of the certificate articles of incorporation or incorporation, the bylaws or similar organizational documents of the Company or of any of its SubsidiariesCompany Subsidiary, (ii2) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iii3) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractCompany Agreement, or (iv4) violate any Legal Requirement Order, statute, rule or regulation applicable to the Company, any of its Subsidiaries Company Subsidiary or any of their properties or assets except in any case referred assets, except, with respect to in any of the foregoing clauses (ii2), (3) through and (iv) above4), which as could not reasonably be expected to, individually or in the aggregate, would have a Company Material Adverse Effect. Except for the third party consents and approvals of customers and licensors set forth in Section 3.7 of the Company Disclosure Schedule, there are no third party consents or approvals required to be obtained under the Company Agreements prior to the consummation of each of the Transactions, except where the failure to obtain such consents or approvals could not reasonably be expected to result to, individually or in the aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on Section 3.4 of the Company Disclosure Schedule and the filings3.5, permitsno notices to, registrations or filings with, or authorizations, consents and consents, waivers or approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither any Governmental Entity are necessary for the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is or will be a party or the consummation by the Company of the transactions contemplated hereby or thereby, except for those the failure of which to obtain or make would not reasonably be expected to be material to the business of the Company. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is or will be a party nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof or thereby will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its SubsidiariesCompany’s Governing Documents, (iib) except as set forth on Schedule 3.5, require any filing withconsent, notice, approval or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person authorization under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation acceleration, payment, abandonment, modification, amendment, cancellation or accelerationresult in any breach, termination or modification of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) underunder any Material Contract, or Material Permit, (c) violate any Law or Governmental Order to which the Company or any of its properties or assets is subject, or (d) except with respect to Permitted Liens, result in the creation or imposition of any Lien upon any of the terms, conditions property or provisions assets of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except except, in any the case referred to in any of clauses (iib), (c) through and (iv) aboved), which as does not, and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectmaterial adverse effect on the business of the Company.

Consents and Approvals; No Violations. Except for (a) None of the filings execution, delivery or performance of this Agreement by Company and Company Bank or the consents, authorizations or approvals set forth on Section 3.4 consummation by Company and Company Bank of the transactions contemplated by this Agreement require or will require any filing with, or notification, authorization, consent, order or approval of, or action by, any Governmental Entity except (i) the filing of reports by Company Disclosure Schedule and or its Affiliates under the Exchange Act, (ii) filings, permits, authorizations, consents and approvals as may be required under, and under other applicable requirements of, the Exchange Act, the HSR Act, of state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person underRequired Regulatory Approvals, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable where failure to the Companyobtain such authorization, any of its Subsidiaries consent, order, approval or any of their properties action or assets except in any case referred to in any of clauses (ii) through (iv) abovemake such filings or notification would not, which individually or in the aggregate, would not reasonably be expected to result in either (A) have a Material Adverse EffectEffect on Company or Company Bank or upon their ability to consummate the transactions contemplated or perform their obligations under this Agreement or (B) impede in any material respect or delay the consummation of the Closing, (v) as may be necessary as a result of the business or activities in which Company or Company Bank is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining specifically to, Company or any of its Affiliates, or (vi) as set forth in this Agreement regarding the amendment, merger or termination, as determined pursuant to the terms of this Agreement in Parent’s sole discretion, of any Company Benefit Plan prior or subsequent to the Effective Time.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934 (the “Exchange Act”), Section ____ of the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCLNevada revised Statutes Chapter 78, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate or articles of incorporation or the bylaws of the Company or of any of its SubsidiariesCompany, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on (except where the part failure to obtain such permits, authorizations, consents or approvals or to make such filings could not be reasonably expected to prevent or materially delay the consummation of the Company or any sell of its Subsidiariesthe Shares), (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which the Purchaser is a party or by which it or any of its properties or assets may be bound or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Company or any of its Subsidiaries or any of their properties or assets assets, except in any the case referred to in any of clauses (iiiii) through and (iv) abovefor violations, which individually breaches or in the aggregate, would defaults that could not be reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the Company or prevent or materially delay the consummation of the sell of the Shares.

Consents and Approvals; No Violations. Except for (a) the filing of the Charter Amendment with the Secretary of State of the State of Delaware in accordance with the DGCL, (b) the filings by the Company, if any, required by the HSR Act and the expiration or the consents, authorizations or approvals set forth on Section 3.4 termination of the Company Disclosure Schedule and the applicable waiting period with respect thereto, (c) applicable filings, permitsif any, authorizationswith the Commission pursuant to the Exchange Act, consents and approvals (d) applicable filings, if any, with Nasdaq in connection with the listing of the Shares, (e) filings, if any, as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, under state securities or "blue sky lawssky" Laws, (f) the Ruling, (g) the Company Requisite Vote and (h) as set forth on Schedule 3.08, no consent, clearance, waiver, approval, authorization or order of, or filing or registration with, any Person is required to be obtained or made by the filing Company or any of its Subsidiaries for the execution, delivery and recordation performance of a certificate the Transaction Documents or the consummation of merger the Transactions. Except as set forth on Schedule 3.08 or as contemplated under the DGCLTransaction Documents, neither the execution, delivery or and performance of this Agreement the Transaction Documents by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof Transactions will (i) conflict with or result in any breach of any provision of the respective certificate or articles of incorporation or the bylaws of the Company (or of any of its Subsidiaries, (iisimilar governing documents) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iiiii) require the consent of any person underconflict with, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractMaterial Contract (as hereinafter defined), (iii) result in the creation of any Lien, or (iv) subject to the filings set forth in the first sentence of this Section, violate any Legal Requirement Law applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectassets.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on Section 3.4 Schedule 3.4, no notice to, filing with, or authorization, consent or approval of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither any Governmental Entity is necessary for the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for compliance with and filings under the HSR Act. Neither the execution, delivery and performance by the Company of any Transaction Document to which it is a party nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof thereby will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its SubsidiariesCompany’s Governing Documents, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity except as set forth on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person underSchedule 3.4, result in a violation or breach of, accelerate the performance of obligations or alter the rights undercause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of notice, consent, termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any Material Contract, Permit or Lease to which any Group Company is a party, (ivc) violate any Legal Requirement applicable to the Companyorder, writ, injunction, decree, Law, statute, rule or regulation of any of its Subsidiaries Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets assets, (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any case referred to Lien upon, or result in the loss or impairment of any Group Company’s rights in, any of clauses the assets of any Group Company or (iie) through (iv) abovegive rise to any payment or compensation to any employee or other service provider to the Group Companies, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectother than sale proceeds.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals Consent Orders and otherwise as set forth on Section 3.4 Schedule 5.6 of the Company Disclosure Schedule and for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and state mortgage banking or collection agency laws, and the filing and recordation none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement or the Contingent Payment Agreement by the Company nor Company, the consummation by the Company of any of the transactions contemplated hereby nor Transactions or compliance by the Company with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation incorporation, the by-laws or the bylaws similar organizational documents of the Company or of any of its SubsidiariesCompany Subsidiary, (ii) require the Company or any Company Subsidiary to make any filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity on the part of or other Person (including consents from parties to loans, contracts, leases and other agreements to which the Company or any of its SubsidiariesCompany Subsidiary is a party), (iii) require the consent of any person consent, approval or notice under, or result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions Material Contract or provisions restriction of any Contractkind by which the Company is bound, or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries Company Subsidiary or any of their properties or assets except in any case referred to in any of assets, excluding from the foregoing clauses (ii), (iii) through and (iv) abovesuch violations, breaches or defaults which would not, individually or in the aggregate, would not reasonably be expected impair in any material respect the ability of Company or any Company’s Subsidiary to result in a Material Adverse Effectconsummate the Transactions or which arise from the regulatory status of the Optionee or any of its Affiilates.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActAct (including the filing with the SEC of the Offer Documents), the HSR ActMerger Control Laws, state securities or blue sky laws, the DGCL and the filing and recordation laws of a certificate of merger under the DGCLother states in which Parent is qualified to do or is doing business, neither the execution, delivery or and performance of this Agreement and the Stockholder Agreement by the Company Parent and Sub, nor the consummation by the Company Parent and Sub of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof and thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or the bylaws of the Company or of any of its SubsidiariesParent and Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation cancelation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or (iv) violate any Legal Requirement applicable other instrument or obligation to the Company, which Parent or any of its Subsidiaries subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its subsidiaries or any of their properties or assets, except in any the case referred to in any of clauses (ii), (iii) through and (iv) abovefor violations, which breaches or defaults that individually or in the aggregate, aggregate would not reasonably be expected to result in a Material Adverse Effectprevent or materially delay the consummation of the Offer or the Merger.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule The execution and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor do not, and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not, (i) contravene or conflict with or result in any a violation or breach of of, any provision of the certificate of incorporation or the bylaws by-laws of the Company or similar organizational documents of any of its Subsidiaries, (ii) assuming compliance with the matters referred to in Section 5.4(iv)(A)-(C), require any filing with, or permit, authorization, consent or approval of, by any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person Person under, contravene or conflict with or result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under), or require any consent, under any Material Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound or result in the creation of any Lien in or upon any of the termsproperties, conditions rights or provisions assets of the Company or any Contractof its Subsidiaries, or (iviii) violate any Legal Requirement Law applicable to the Company, any of its Subsidiaries or any of their properties or assets assets, or (iv) other than in connection with or compliance with (A) the HSR Act and other Antitrust Laws, (B) Nasdaq Rules and listing standards, and (C) the Exchange Act, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any international, national, federal, state, provincial or local governmental, court, legislative, executive or regulatory authority or agency or other governmental authority or instrumentality (a “Governmental Entity”), except in any the case referred to in any of clauses (ii), (iii) through and (iv) above), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which individually to make or in the aggregateobtain, would not reasonably be expected to result be material, individually or in the aggregate, to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for (a) applicable requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) the filing of the Certificate of Merger, and (c) matters specifically described in this Agreement, the transactions contemplated hereby do not require any consent, approval, compliance exemption, authorization or other action by, or filing with any United States or foreign court, legislative, executive or regulatory authority or agency (a “Governmental Entity”), except for the filings or approvals which are not required prior to the consents, authorizations or approvals set forth on consummation of the Merger. Except as disclosed in Section 3.4 2.4(ii) of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCLLetter, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of violate any provision of the certificate articles of incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part by-laws of the Company or any of its Subsidiaries, (iiiii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractmaterial note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets are bound (ivthe “Material Contracts”), (iii) violate any Legal Requirement Law applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through assets, or (iv) above, which individually or except as specified in the aggregateimmediately preceding sentence, would not reasonably be expected to result in a Material Adverse Effectrequire on the part of the Company any material filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity.

Consents and Approvals; No Violations. (a) Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCLcontemplated by Section 4.5(b), neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporation Incorporation or the bylaws By-laws of the Company or of the similar organizational documents of any of its SubsidiariesSubsidiaries or any Company Joint Venture, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentguaranteed payment, loss of rights, cancellation or acceleration) under, under any of the terms, conditions or provisions of any ContractContract to which the Company or any of its Subsidiaries or any Company Joint Venture is a party or by which any of them or any of their properties or assets may be bound or any Company Permit, or (iviii) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any Company Joint Venture or any of their properties or assets or (iv) result in the creation of any Lien upon any of the properties or assets of the Company or any of its Affiliates (including Parent and its Subsidiaries following the Merger), except in any the case referred of clause (i) (solely with respect to in any of Company Joint Ventures) and clauses (ii) through (iv) abovefor such items that would not, which individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on as disclosed in Section 3.4 4.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofSchedule, the Exchange Act, the HSR Act, state securities or blue sky laws, execution and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor do not, and the performance by the Company of this Agreement and, subject to the Shareholder Vote, the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not, (i) conflict with or result in any breach of violate any provision of the certificate articles of incorporation or the bylaws of the Company or of any of its SubsidiariesCompany, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation violation, breach or breach termination of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractMaterial Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, or (iviii) subject to compliance with the laws described in Section 4.4(iv), violate any Legal Requirement Law applicable to the Company, any of its Subsidiaries or any of their properties or assets except assets, or (iv) other than in connection with or compliance with (A) the WBCA, (B) requirements under other state corporation Laws, (C) the HSR Act, (D) Nasdaq rules and listing standards and (E) the Exchange Act, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a “Governmental Entity”); except, in the case referred to in any of clauses (ii), (iii) through and (iv), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, (1) abovewould not, which individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect, or (2) would occur or be required as a result of the business or activities in which Parent or Merger Sub is or proposes to be engaged (other than the Company’s business).

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation CGCL, none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor Transactions or compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate articles of incorporation incorporation, the by-laws or the bylaws similar organizational documents of the Company or of any of its SubsidiariesCompany, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractCompany Agreement, or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries Company or any of their properties or assets except in any case referred to in any of assets, excluding from the foregoing clauses (ii), (iii) through and (iv) abovesuch violations, breaches or defaults which would not, individually or in the aggregate, would not reasonably have a material adverse effect on the Company. There are no third party consents or approvals required to be expected obtained under the Company Agreements prior to result in a Material Adverse Effectthe consummation of the Transactions.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActAct (including the filing with the SEC of a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the "SCHEDULE 13E-3"), the HSR Act, state securities or blue sky laws, Act and Sections 607.1103 - 607.1105 of the filing and recordation of a certificate of merger under the DGCLCorporation Law, neither the execution, delivery or performance of this Agreement by the Company Purchaser nor the consummation by the Company Purchaser of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate respective articles of incorporation or the bylaws of the Company or of any of its SubsidiariesPurchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on (except where the part failure to obtain such permits, authorizations, consents or approvals or to make such filings could not be reasonably expected to prevent or materially delay the consummation of the Company or any of its SubsidiariesMerger), (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, license, lease, contract, agreement or (iv) violate any Legal Requirement applicable other instrument or obligation to the Company, which Purchaser or any of its Subsidiaries subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser, any of its subsidiaries or any of their properties or assets, except in any the case referred to in any of clauses (iiiii) through and (iv) abovefor violations, breaches or defaults which could not, individually or in the aggregate, would not be reasonably be expected to result in a Material Adverse Effectprevent or materially delay the consummation of the Merger.

Consents and Approvals; No Violations. Except for None of the filings execution, delivery or performance of this Agreement by the Parent and Purchaser, the consummation by the Parent and Purchaser of the Transactions or compliance by the Parent or Purchaser with any of the provisions of this Agreement will (i) violate or conflict with or result in any breach of any provision of the organizational documents of Parent or Purchaser, (ii) require any filing by the Parent or Purchaser with, or the consentspermit, authorizations authorization, consent or approvals set forth on Section 3.4 approval of, any Governmental Entity (except for (A) compliance with any applicable requirements of the Company Disclosure Schedule and Exchange Act, (B) any filings as may be required under the DGCL in connection with the Merger, (C) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, under the HSR ActAct and Required Approvals, state securities or blue sky laws, and (D) the filing with the SEC of (x) the Schedule TO and recordation of a certificate of merger under (y) the DGCLProxy Statement, neither the execution, delivery or performance of this Agreement if stockholder approval is required by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing withapplicable law), or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of violate any person underorder, result in a violation writ, injunction, decree, statute, rule or breach of, accelerate the performance of obligations regulation applicable to Parent or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) underPurchaser, any of the termstheir Subsidiaries, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets assets, except in any the case referred to in any of clauses clause (ii) through or (iviii) abovewhere (x) any failure to make such filings or (y) such violations would not, which individually or in the aggregate, would not reasonably be expected impair in any material respect the ability of each Parent or Purchaser to result in a Material Adverse Effectperform its obligations under this Agreement, as the case may be, or prevent the consummation of the Transactions.

Consents and Approvals; No Violations. Except for None of the filings execution, delivery or performance of this Agreement by Parent and Purchaser, the consummation by Parent and Purchaser of the Transactions or compliance by Parent or Purchaser with any of the provisions of this Agreement will (a) conflict with or result in any breach of any provision of the organizational documents of Parent or Purchaser, (b) require any filing by Parent or Purchaser with, or the consentspermit, authorizations authorization, consent or approvals set forth on Section 3.4 approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Company Disclosure Schedule and Exchange Act, (ii) any filings as may be required under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, under the HSR Act, state securities or blue sky laws, Act and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any other Required Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractApprovals, or (iv) such filings with the SEC as may be required on behalf of Purchaser and Parent, in each case in connection with this Agreement and the Offer and the Merger), or (c) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyParent or Purchaser, any of its Subsidiaries their Subsidiaries, or any of their properties or assets assets, except in any the case referred to in any of clauses clause (iib) through or (iv) abovec), such violations, breaches or defaults which would not, individually or in the aggregate, would not reasonably be expected impair in any material respect the ability of each Parent or Purchaser to result in a Material Adverse Effectperform its obligations under this Agreement, as the case may be, or prevent the consummation of the Transactions.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 None of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the such Company nor Investor, the consummation by the such Company Investor of the transactions contemplated hereby nor Transactions, or compliance by the Company or Company Operating Partnership with any of the provisions hereof of this Agreement or the agreements contemplated by the Transactions will (ia) contravene, conflict with or result in any breach of any provision of the certificate governing documents of incorporation or the bylaws of the such Company or of any of its SubsidiariesInvestor, (iib) require any filing by such Company Investor with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity on the part (except for (i) compliance with any applicable requirements of the Company Exchange Act, (ii) any filings as may be required under the MGCL or any of its Subsidiariesthe DLLCA in connection with the Merger, (iii) require compliance with any applicable requirements under the consent Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (iv) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Merger, or (v) such filings as may be required in connection with state and local Transfer Taxes), (c) result in any breach of or any loss of any person benefit or material increase in any cost or obligation of such Company Investor under, or result in a modification, or violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractcontract, lease, license, indenture, agreement, commitment or other legally binding arrangement, (d) violate any Order or Law applicable to such Company Investor or any of its properties, assets or operations, or (ive) violate result in the creation or imposition of any Legal Requirement applicable to the Company, Lien on any asset of its Subsidiaries or any of their properties or assets such Company Investor; except in any case referred to in any each of clauses (iib), (c), (d) through or (ive) aboveabove where (x) any failure to obtain such permits, which individually authorizations, consents or in the aggregateapprovals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had, and would not reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the Company Investor’s ability to perform its obligations under this Agreement prior to closing.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, of the HSR Act, Act and state securities or blue sky laws, and the filing and recordation none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement and the Contingent Payment Agreement by the Company nor Optionee, the consummation by the Company Optionee of the transactions contemplated hereby nor Transactions or compliance by the Company Optionee with any of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws by-laws of the Company or of any of its SubsidiariesOptionee, (ii) require the Optionee to make any filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Optionee or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyOptionee, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of assets, excluding from the foregoing clauses (ii), (iii) through and (iv) abovesuch violations, breaches or defaults which would not, individually or in the aggregate, would not reasonably be expected impair in any material respect Optionee’s ability to result in a Material Adverse Effectconsummate the Transactions or which arise from the regulatory status of the Company or the Company Subsidiaries.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on in Section 3.4 4.5 of the Company Disclosure Schedule Letter, none of the execution and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor Company, the performance of or compliance with this Agreement, the consummation by the Company of the transactions contemplated hereby nor Merger or any other Transaction or compliance by the Company with any of the provisions hereof of this Agreement will (ia) assuming receipt of the Company Stockholder Approval, conflict with or with, result in any breach of or violate any provision of the certificate of incorporation Company Governing Documents or the bylaws of the Company comparable organizational or governing documents of any of its SubsidiariesCompany Subsidiary, (iib) require any filing by the Company or any Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, of any Governmental Entity on (except for (i) the part filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by the Company in connection with this Agreement and the Merger or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in any modification, violation or breach of, or any loss of any benefit or increase in any cost or obligation of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights Company Subsidiary under, or constitute a default (or an event which with or without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) a default (of, or give rise to any right of terminationpurchase, amendment, cancellation first offer or acceleration) underforced sale under or result in the creation of a Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any of the terms, conditions or provisions of any ContractCompany Agreement, Company Lease or Master Lease or (ivd) violate any Legal Requirement order, writ, injunction, decree or Law applicable to the Company, Company or any of its Subsidiaries or any of their properties or assets assets; except in any case referred to in any respect of clauses (iib), (c) through or (ivd) abovewhere (x) such failures to obtain such permits, which authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or Liens have not had, and would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Securities Act, the HSR Exchange Act, state securities or blue sky laws, and the filing and recordation none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor sale of the CPRs in accordance herewith or compliance by the Company with any of the provisions hereof will (i1) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws by-laws of the Company or of any of its SubsidiariesCompany, (ii2) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiariesother Person, (iii3) require the consent of any person under, result in a material violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation (collectively, “Agreements”) to which the Company is a party or to which its assets are subject, including any Agreement entered into in connection with the Litigation or (iv4) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, including any of its Subsidiaries order, writ, injunction or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or decree issued in the aggregate, would not reasonably be expected to result in a Material Adverse EffectLitigation.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, Finnish corporation and securities law, Non-U.S. Monopoly Laws, state securities or blue sky laws, the MBCA and the filing and recordation of a certificate of merger under the DGCL, neither none of the execution, delivery or performance of this Agreement by the Company nor or the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof Transactions will (i) conflict with or result in any breach of any provision of the certificate articles of incorporation or incorporation, the bylaws or similar organizational documents of the Company or of any of its SubsidiariesCompany, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractCompany Agreement, or (iv) violate any Legal Requirement Order, statute, rule or regulation applicable to the Company, any of its Subsidiaries Company Subsidiary or any of their properties or assets except in any case referred assets, except, with respect to in any of the foregoing clauses (ii), (iii) through and (iv) above), which as could not reasonably be expected to, individually or in the aggregate, would have a Company Material Adverse Effect. There are no third party consents or approvals required to be obtained under the Company Agreements prior to the consummation of the Transactions, except where the failure to obtain such consents or approvals could not reasonably be expected to result to, individually or in the aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on in Section 3.4 3.6 of the Company Disclosure Schedule and for (a) the filing of a pre-merger notification and report form by the Company under the HSR Act and the expiration or termination of the applicable waiting period thereunder, (b) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (c) filings with the SEC and any applicable national securities exchanges or Nasdaq, (d) filings under state securities, "Blue Sky" or anti-takeover laws, (e) any applicable filings required under the laws of foreign jurisdictions and (f) filings, permits, authorizations, consents or approvals relating to matters which, in the aggregate, are not material to the Company and approvals its Subsidiaries taken as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCLwhole, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby Contemplated Transactions nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws by-laws or similar organizational documents of the Company or of any of its Subsidiaries, (ii) require any material filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesAuthority, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, material Company Agreement or (iv) violate any Legal Requirement order, writ, injunction, 21 decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectassets.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals set forth in Section 3.5 of the Company Disclosure Letter or filing of the Merger Certificate with The Delaware Secretary of State, filing of the Proxy Statement, or as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, Regulatory Laws, the DGCL, the rules and regulations of the NYSE and state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCLLaws, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ia) contravene, conflict with with, or result in any violation or breach of any provision of the certificate of incorporation or the bylaws of the Company Company, or of the similar organizational documents of any of its the Company's Subsidiaries, (iib) require the Company to make any notice to, or filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiariesworkers council or similar organization, (iiic) require assuming compliance with the consent of any person undermatters referred to in clause (b) and obtaining the Requisite Company Vote, contravene, conflict with or result in a violation or breach ofof any provision of any applicable Law, accelerate the performance of obligations (d) require any consent or alter the rights other action by any Person under, constitute a default, or constitute (an event that, with or without due notice or lapse of time or both) , would constitute a default (default, under, or give rise to cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of termination, amendment, cancellation or acceleration) any benefit under, any of the terms, conditions or provisions of any Material Contract, or (ive) violate result in the creation or imposition of any Legal Requirement applicable to Lien on any asset of the Company, Company or any of its Subsidiaries or any Subsidiaries, with such exceptions, in the case of their properties or assets except in any case referred to in any each of clauses (iib) through (iv) abovee), which as would not have or would not be reasonably expected to have, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the HSR Act, the DGCL, the laws applied by the Bank Regulatory Authorities, state securities or blue sky lawstakeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, and except as may be required in connection with the filing and recordation of a certificate of merger under the DGCLTaxes described in Section 7.7, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate Restated Certificate of incorporation Incorporation or the bylaws Bylaws of the Company or of the similar organizational documents of any of its Subsidiaries, (ii) require any filing or registration with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets assets, except in any the case referred to in any of clauses (ii), (iii) through and (iv) abovefor failures, which individually violations, breaches or in the aggregate, defaults that would not reasonably be expected to result in have a Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate the Certificate of merger under Merger, none of the DGCL, neither the execution, execution or delivery or performance of this Agreement by the Company nor of, or performance by the Company of its obligations under, this Agreement, the consummation by the Company of the transactions contemplated hereby nor Transactions or compliance by the Company with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or incorporation, the bylaws or similar organizational documents of the Company or of any of its SubsidiariesCompany Subsidiary, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iiic) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or loss of any rights) under, any of the terms, conditions or provisions of any Contract, Company Agreement or (ivd) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries Company Subsidiary or any of their properties or assets except in any case referred to in any of assets, excluding from the foregoing clauses (iib), (c) through and (ivd) abovesuch filings, permits, authorizations, consents, approvals, violations, breaches or defaults which could not, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violations. Except for None of the filings execution, delivery or performance of this Agreement by the Parent and Purchaser, the consummation by the Parent and Purchaser of the Transactions or compliance by the Parent or Purchaser with any of the provisions of this Agreement will (i) violate or conflict with or result in any breach of any provision of the organizational documents of Parent or Purchaser, (ii) require any filing by the Parent or Purchaser with, or the consentspermit, authorizations authorization, consent or approvals set forth on Section 3.4 approval of, any Governmental Entity (except for (A) compliance with any applicable requirements of the Company Disclosure Schedule and Exchange Act, (B) any filings as may be required under the DGCL in connection with the Merger, (C) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, under the HSR ActAct and Required Governmental Approvals, state securities or blue sky laws, and (D) the filing with the SEC of (x) the Schedule TO and recordation of a certificate of merger under (y) the DGCLProxy Statement, neither the execution, delivery or performance of this Agreement if stockholder approval is required by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing withapplicable law, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of violate any person underorder, result in a violation writ, injunction, decree, statute, rule or breach of, accelerate the performance of obligations regulation applicable to Parent or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) underPurchaser, any of the termstheir Subsidiaries, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets assets, except in any the case referred to in any of clauses clause (i) or (ii) through (iv) abovesuch violations, breaches or defaults which would not, individually or in the aggregate, would not reasonably be expected impair in any material respect the ability of each Parent or Purchaser to result in a Material Adverse Effectperform its obligations under this Agreement, as the case may be, or prevent the consummation of the Transactions.

Consents and Approvals; No Violations. Except (a) for the filings Governmental Requirements, or (b) where the consentsfailure to make any filing with, authorizations or approvals to obtain any permit, authorization, consent or approval of, any Governmental Entity would not prevent or delay the consummation of the Merger, or otherwise prevent the Company from performing its obligations under this Agreement, and would not individually or in the aggregate have a Company Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement. Except as set forth on Section 3.4 5.5 of the Company Disclosure Schedule and Letter, no material consent or approval of any other party (including, but not limited to, any party to any Company Contracts (as defined below)) is required to be obtained by the filingsCompany or any Company Subsidiary for the execution, permits, authorizations, consents and approvals delivery or performance of this Agreement or the performance by the Company of the transactions contemplated hereby. Except as may be required under, and other applicable requirements of, set forth in Section 5.5 of the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCLCompany Disclosure Letter, neither the execution, delivery or performance of this Agreement by the Company Company, nor the consummation by the Company of the transactions contemplated hereby hereby, nor compliance by the Company with any of the provisions hereof hereof, will (i) conflict with or result in any breach of any provision provisions of the certificate Articles or Certificate of incorporation Incorporation, as the case may be, or the bylaws Bylaws of the Company or the Certificate or Articles of Incorporation, as the case may be, or Bylaws of any of its the Company Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.cancellation,

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on Section 3.4 Schedule 3.5, assuming the truth and accuracy of the Company Disclosure Schedule representations and the filingswarranties of Buyer set forth in Section 5.3, permitsno notices to, authorizationsfilings with, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation Consents of a certificate of merger under the DGCL, neither any Governmental Entity are necessary for the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company, is or will be a party or the consummation by the Company of the transactions contemplated hereby or thereby, except for applicable requirements, if any, of federal securities Laws or state “blue sky” Laws. Neither the execution, delivery or performance by the Company of this Agreement nor the execution, delivery and performance by the Company of the Ancillary Documents to which the Company is or will be a party nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof or thereby will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its SubsidiariesCompany’s Governing Documents, (iib) require any filing except as set forth on Schedule 3.5, conflict with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, amendmentcancellation, cancellation creation or acceleration) acceleration under, or require any Consent or notice under, any of the terms, conditions or provisions of any ContractMaterial Contract or Company Permit, or (ivc) violate any Legal Requirement applicable Order or Law of any Governmental Entity having jurisdiction over the Company or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the Companycreation of, or impose on any Person any obligation to create, any of its Subsidiaries or Lien upon any of their properties the assets of the Company or assets except the Interests except, in any the case referred to in any of clauses (iib) through (ivd) above, which as would not reasonably be expected, individually or in the aggregate, would not reasonably to be expected material to result in a Material Adverse Effectthe Business or the Company.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, Act and state securities or blue sky laws, and the filing and recordation none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement the Transaction Documents by Sellers and the Company nor Company, the consummation by Sellers and the Company of the transactions contemplated hereby nor Transactions or compliance by Sellers and the Company with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of either of the Sellers or the certificate of incorporation or bylaws of the Company or of any of its SubsidiariesCompany, each as amended to date, (iib) require any material declaration or filing with, or material permit, authorization, consent or approval of, any Governmental Entity on the part of the Company Entity, or any of its Subsidiaries, (iiic) require the consent of any person under, result in a any material violation or material breach of, accelerate the performance of obligations or alter the rights constitute a material default under, give rise to any right of termination or constitute acceleration (with or without due notice or the lapse of time or both) a default (pursuant to, or give rise otherwise require any notice to or consent from any right of termination, amendment, cancellation or acceleration) Person under, any term or provision of any Material Contract, excluding from the foregoing clause (b) such declarations, filings, permits, authorizations, consents or approvals which would not become applicable but for the business or activities in which Purchaser is or proposes to be engaged or any acts (other than the execution, delivery and performance of this Agreement and the operation of the termsPurchased Business as currently conducted) or omissions by, conditions or provisions the status of any Contractfacts pertaining to, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectPurchaser.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Advisers Act, the Exchange Act, the Securities Act, the rules and regulations of the NASD, the HSR Act, state securities or blue sky Blue Sky laws, Delaware Law and the filing and recordation California Law, none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor Transactions or compliance by the Company with any of the provisions hereof will shall (i) conflict with or result in any breach of any provision of the certificate Articles of incorporation Incorporation, the Bylaws or the bylaws similar organizational documents of the Company or of any of its Subsidiariesthe Company Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any Contractof the Company Agreements, or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyCompany or any Company Subsidiary, any of its Subsidiaries to which the Company or any of their properties Company Subsidiary is a party or assets except in any case referred to in by which any of the assets of any of them is bound, excluding from the foregoing clauses (ii), (iii) through and (iv) abovesuch violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the Company and the Company Subsidiaries, taken as a whole. There are no third party consents or approvals required to be obtained under any of the Company Agreements prior to the consummation of the Transactions, except for such consents and approvals the failure of which to be obtained would not reasonably be expected to result not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Company and the Company Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, any applicable state securities or blue sky laws, takeover laws and the filing applicable state insurance laws and recordation of a certificate of merger under the DGCLregulations, neither the execution, delivery or performance of this Agreement by the Company such Stockholder nor the consummation by the Company it of the transactions contemplated hereby nor compliance by the Company it with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the its limited liability company agreement or certificate of incorporation or the bylaws of the Company or of any of its Subsidiariesformation, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on (except where the part failure to obtain such permits, authorizations, consents or approvals or to make such filings would not impair the ability of the Company or any of such Stockholder to perform its Subsidiariesobligations under this Agreement), (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which such Stockholder is a party or by which it or any of its properties or assets may be bound or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, it or any of its Subsidiaries or any of their properties or assets assets, except in any the case referred to in any of clauses (iiiii) through and (iv) abovefor violations, breaches or defaults, or rights of termination, amendment, cancellation or acceleration, which individually or in the aggregate, would not reasonably be expected impair the ability of such Stockholder to result in a Material Adverse Effectperform its obligations under this Agreement.

Consents and Approvals; No Violations. Except as disclosed on Schedule 3.11 attached hereto and made a part hereof, and except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be maybe required under, and other applicable requirements of, the Exchange Act, the HSR Act, of state securities or blue sky laws, and the filing and recordation none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor Selling Shareholders, the consummation by the Selling Shareholders or the Company of any of the transactions contemplated hereby nor Transactions or compliance by the Selling Shareholders or the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws organizational documents of the Company or of any agreement to which any of its Subsidiariesthe Selling Shareholders are bound, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of or other Person (including consents from parties to loans, contracts, leases and other agreements to which any Selling Shareholder or the Company or any of its Subsidiariesis a party), (iii) require the consent of any person consent, approval or notice under, or result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractCompany Agreement or any agreement to which any of the Selling Shareholders are bound, or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Company or any of its Subsidiaries properties or assets, or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectSelling Shareholders.

Consents and Approvals; No Violations. Except for the filings or the consentsfilings, authorizations or approvals permits and consents set forth on Section 3.4 3.2(d) of the Company Disclosure Schedule and the filingsSchedule, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor or compliance by the Company with any of the provisions hereof will (i) upon completion of the Company Action as provided in Section 2.3(b), conflict with or result in any breach of any provision of the certificate Memorandum of incorporation Association or the bylaws Articles of Association or similar organizational documents of the Company or of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound (the "COMPANY AGREEMENTS"), or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of assets, excluding from the foregoing clauses (ii), (iii) through and (iv) abovesuch violations, breaches or defaults which would not, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse EffectEffect on the Company and its Subsidiaries, taken as a whole. Section 3.2(d) of the Company Disclosure Schedule sets forth a list of all third party consents and approvals required to be obtained by the Company in connection with this Agreement prior to the consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on Section 3.4 of SCHEDULE 3.4(a), the execution and delivery by the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by and the Company nor other Closing Documents to which it is a party do not, and the consummation by the Company of the transactions contemplated hereby nor and compliance by the Company with any of the provisions hereof will (i) not, conflict with with, or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligations or the loss of a benefit under or result in the creation of any Lien upon or right of first refusal with respect to any of the properties or assets of the Company under, (i) any provision of the certificate of incorporation Company Formation Documents or the bylaws of the Company or of any of its Subsidiaries, (ii) require any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation, instrument, permit, concession, franchise of license applicable to the Company, other than, in the case of (ii), any such violations, defaults, rights, losses or Liens that, individually or in the aggregate, would, so far as the Company may reasonably foresee, not prevent or result in a delay of the consummation of the transactions contemplated by this Agreement. No filing or registration with, or permit, authorization, consent or approval of, any Governmental Entity on Authority is required by or with respect to the part Company in connection with the execution and delivery of this Agreement by the Company or any of its Subsidiaries, (iii) require is necessary for the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any consummation of the termstransaction contemplated by this Agreement, conditions except such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or provisions of any Contractmade would not, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not so far as the Company may reasonably be expected to foresee, prevent or result in a Material Adverse Effectdelay of the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except (i) for the filings receipt of the Company Stockholder Approval or the consents, authorizations or approvals as set forth on Section Schedule 3.4 of the Company Disclosure Schedule and the (ii) for filings, permits, authorizations, consents and approvals and terminations of waiting periods as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities and other than customary updates to the Form ADV of the Company and/or any Adviser Subsidiary, no filing with or blue sky lawsnotice to, and no permit, authorization, consent or approval of, or order of, any Governmental Entity or third party is necessary for the filing execution and recordation delivery by the Company of a certificate this Agreement and the other Merger Documents to which it is party or the consummation by the Company of merger under the DGCL, neither transactions contemplated hereby and thereby. Neither the execution, delivery or and performance of this Agreement or the other Merger Documents by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof or thereby will (iA) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its SubsidiariesCompany’s Charter Documents, (iiB) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity except as set forth on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person underSchedule 3.4, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (default, or give rise to any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any Material Contract, or (ivC) violate any Legal Requirement order, writ, injunction, decree, Permit or Law applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets except assets, except, in any the case referred to in any of clauses (iiA) through and (ivC) above, which for violations that would not, individually or in the aggregate, would not reasonably be expected to result in be material to the Acquired Companies, taken as a Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for Subject to the filings or the consents, authorizations or approvals set forth on Section 3.4 receipt of the Company Disclosure Schedule Parent Stockholder Approval of the Transaction Proposals, the filing of the Certificate of Merger, the filing of any Parent Report, the filing of the Proxy Statement, and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, of the HSR Act, state securities or blue sky lawsand assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.5, the Majority Stockholder’s representations and warranties contained in Section 4.3, and the filing representations and recordation warranties of a certificate of merger under the DGCLCompany and the Majority Stockholder contained in any Ancillary Agreement, neither the execution, execution and delivery or performance of this Agreement by the Company or any Ancillary Agreement nor the consummation by the Company of the transactions contemplated hereby nor compliance or by the Company with any of the provisions hereof Ancillary Agreement will (iA) conflict with or result in any material breach of any provision of the certificate of incorporation or the bylaws of the Company or Organizational Documents of any of its SubsidiariesParent Party, (iiB) require any filing with, or permit, authorization, the obtaining of any material consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iiiC) require the consent of any person under, result in a material violation of or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, mortgage, other evidence of indebtedness, guarantee, license, agreement, lease or (iv) violate other contract, instrument or obligation to which any Legal Requirement applicable to the Company, Parent Party is a party or by which any of its Subsidiaries Parent Party or any of their respective assets may be bound, (D) result in the creation of any Lien upon any of the properties or assets except of any Parent Party (other than Permitted Liens), or (E) violate in any case referred material respect any Law or Order applicable to in any of clauses (ii) through (iv) aboveParent Party, except for violations or defaults which individually or in the aggregate, would not reasonably be expected to result in be material to the Parent Parties, taken as a Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for the filings No filing with, and no permit, authorization, consent or the consentsapproval of, authorizations any Governmental Authority or approvals any other Person other than Prudential (which consent of Prudential is set forth on Section 3.4 of below in this Agreement) is required to be obtained by the Company Disclosure Schedule for Seller’s execution and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement or any Closing Document and the consummation of the transactions contemplated by this Agreement. Neither the Company execution and delivery of this Agreement and the Closing Documents by Seller nor the consummation by the Company Seller of the transactions contemplated hereby nor compliance by the Company Seller with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws organizational documents of the Company or of any of its Subsidiaries, Company; (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any indenture, license, Contract, or other instrument or obligation to which the Company is a party or by which the Company or its properties or assets may be bound; (iii) violate or conflict with any order, judgment, writ, injunction, decree, statute, rule or regulation applicable to the Company or its properties or assets, or (iv) violate result in the creation of any Legal Requirement applicable to Lien upon the Company or any assets of the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consentsfilings, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filingsregistrations, qualifications, permits, authorizations, notices, consents and approvals (i) expressly contemplated by this Agreement, (ii) as may have been already obtained, filed or given on or prior to the Closing Date (and copies of which will be required under, delivered to the Purchasers) and other applicable requirements of, the Exchange Act, the HSR Act, (iii) under Federal and state securities or blue sky lawslaws which are permitted to be made after the Closing Date and which the Issuer hereby agrees to file within the time period prescribed by applicable law, and the filing and recordation none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement or any of the other Transaction Documents by the Company nor Issuer, the consummation by the Company Issuer of any of the transactions contemplated hereby nor or thereby, or compliance by the Company Issuer with any of the provisions hereof or thereof will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws Charter Documents of the Company or of any of its SubsidiariesIssuer, (iib) require any filing filing, registration or qualification with, or permit, authorization, consent or approval of, any Governmental Entity on governmental entity or other Person (including consents from parties to loans, contracts, leases and other agreements to which the part of the Company or any of its SubsidiariesIssuer is a party), (iiic) require the consent of any person consent, approval or notice under, or result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractagreement to which the Issuer is a party, or (ivd) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Issuer or any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectassets.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizationsauthoriza- tions, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, Act and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance perfor- xxxxx of this Agreement by the Company nor the consummation consumma- tion by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation incorpora- tion or the bylaws by-laws of the Company or of any of its SubsidiariesSubsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity on the part of the Company or any of its SubsidiariesEnti- ty"), (iii) require except as set forth in Section 3.4 of the consent of any person underCompany Disclosure Schedule, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceler- ation) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or (iv) violate any Legal Requirement applicable other instrument or obligation to which the Company, any Company or its Subsidiary is a party or by which either of its Subsidiaries them or any of their properties or assets except in may be bound or (iv) violate any case referred order, writ, injunction, decree, statute, rule or regulation applicable to in the Company, its Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) through and (iv) abovesuch violations, breaches or defaults which would not, individually or in the aggregate, would have a material adverse effect on the Company and its Subsid- iary, taken as a whole, and which will not reasonably be expected materially impair the ability of the Company to result in a Material Adverse Effectconsummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of Assuming the Company Disclosure Schedule Shareholder Approval, and the except for (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (i) the Exchange Act, the HSR Act, Securities Laws and state securities or state “blue sky laws, sky” laws and (ii) the HSR Act or any other antitrust Laws and (b) the filing and recordation of a certificate the Certificate of merger under the DGCLMerger, neither none of the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor Transaction or compliance by the Company with any of the provisions hereof will (iI) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws organizational documents of the Company or of any of its SubsidiariesCompany Subsidiary, (iiII) require any filing by the Company or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iiiIII) require the consent of any person under, result in a violation or breach by the Company of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) underunder or give rise to transfer fees, penalties or additional payments pursuant to, any of the terms, conditions or provisions of any ContractMaterial Contract to which the Company or any Company Subsidiary is a party or by which it or any of its respective properties or assets may be bound, or (ivIV) violate any Legal Requirement Order, statute, ordinance, rule, regulation of any Governmental Entity applicable to the Company, Company or any Company Subsidiary or any of its Subsidiaries or any of their respective properties or assets except in any case referred to in any of (collectively, “Laws”), excluding from the foregoing clauses (iiII), (III) through and (ivIV) abovesuch filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the aggregate, would not (A) prevent or materially delay consummation of the Merger, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or (C) reasonably be expected to result in constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on Section 3.4 Schedule 3.5, and subject to the receipt of the Company Disclosure Schedule and Stockholder Approval, the filingsfiling of the Certificate of Merger, permits, authorizations, consents and approvals as may be required under, and other the applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCLGerman Antitrust Laws, neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by this Agreement will with the Company with any lapse of time, the provisions hereof will giving of notice or both (ia) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or Organizational Documents of any of its SubsidiariesGroup Company, (iib) require any filing with, notice to or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity on or affect the part validity of the Company or any of its SubsidiariesLicense, (iiic) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights default under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any Company Material Contract, (d) violate in any respect any Law, order, injunction or decree applicable to any Group Company, or (ive) violate result in the imposition of any Legal Requirement applicable to the Lien (other than a Permitted Lien) on any asset or property of a Group Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of excluding from the foregoing clauses (iic), (c), (d) through and (ive) abovesuch requirements, violations, conflicts, defaults or rights which individually or in the aggregate, (i) would not reasonably be expected to be material to the Group Companies, or (ii) become applicable solely as a result of the business or activities in which Buyer or its Affiliates (other than any Group Company) is engaged or as a Material Adverse Effectresult of any acts or omissions by, Buyer or its Affiliates (other than any Group Company). The amount of the Merger Consideration to be paid with respect to the Class A Common Shares of the Company is less than the relevant size-of-transaction threshold set pursuant to the HSR Act.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the securities laws of any jurisdiction, the HSR ActAct or the laws regulating mergers or competition in any jurisdiction, state securities or blue sky laws, and the filing and recordation none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of any of the transactions contemplated hereby nor Transactions or compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws organizational documents of the Company or of any of its SubsidiariesCompany Subsidiary, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of or other Person (including consents from parties to loans, contracts, leases and other agreements to which the Company or any of its SubsidiariesCompany Subsidiary is a party), (iii) require the consent of any person consent, approval or notice under, or result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractCompany Agreement, or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries Company Subsidiary or any of their properties or assets except in any case referred to in any of assets, excluding from the foregoing clauses (ii), (iii) through and (iv) abovesuch violations, breaches or defaults which would not, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse EffectEffect on the Company and the Company Subsidiaries. No anti-takeover law of any jurisdiction is applicable to the Transac tions.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule The execution and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor do not, and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof Transactions will not, (i) conflict with or result in any breach of violate any provision of the certificate of incorporation Company Charter or the bylaws of the Company or of any of its SubsidiariesBylaws, (ii) require violate any filing with, or permit, authorization, consent or approval of, provision of the equivalent organizational documents of any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any a right of of, or result in, termination, amendment, cancellation or accelerationacceleration of any obligation, or to loss of a material benefit under, or result in the creation of any Lien (other than any Liens created as a result of any actions taken by Parent) upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any ContractContract or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, or (iv) violate any Legal Requirement Law applicable to the Company, any of its Subsidiaries or any of their respective properties or assets except or (v) other than in connection with or compliance with applicable requirements of (A) the DGCL, (B) the HSR Act and other Antitrust Laws, (C) Securities Exchange Rules and (D) the Exchange Act, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any Governmental Entity; except, in the case referred to in any of clauses (ii) through ), (iii), (iv) aboveand (v), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not, individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on Section Schedule 3.4 of the Company Disclosure Schedule and the except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), state securities or blue xxxxx xx xxxxxxx laws relating to takeovers, staxx xxxxxxxxxx xx xxxe sky laws, laws and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions Transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will shall (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws by-laws or similar organizational documents of the Company or of any of its Subsidiaries, (ii) require on the part of the Company or, to the extent required under any agreement between the Company and the Company Franchisees (as defined in Section 3.20), the Company Franchisees, any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries(as defined in Section 3.8), (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or loss of benefit or creation of any Lien) under, any of the terms, conditions or provisions of any Contract, Material Contract (as defined in Section 3.15) or (iv) violate any Legal Requirement judgment, order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Company or any of its Subsidiaries Subsidiaries, or to the Company's knowledge, any judgment, order or decree applicable to Company Franchisees or any of their properties or assets except in any case referred to in any of assets, excluding from the foregoing clauses (ii), (iii) through and (iv) abovewhere the failure to obtain such permits, which authorizations, consents or approvals or to make such filings, or the existence of such violations, breaches or defaults, would not, and would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Company and its Subsidiaries, taken as a whole, and would not reasonably be expected materially impair or delay the ability of the Company to result in a Material Adverse Effectconsummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, as set forth in Section 4.4 of the Exchange ActDisclosure Schedule, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporation Incorporation or the bylaws By-laws of the Company or of any of its the Company Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (other than filings, permits, authorizations, consents or approvals the failure of which to make or obtain would not have an adverse effect on the part Company and the Company Subsidiaries, taken together as a whole, or the ability of the Company or any of its Subsidiariesto consummate the transactions contemplated by this Agreement), (iii) require the consent of any person under, result in a any violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of payment, termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractCompany Material Contract (as defined in Section 4.11), or (iv) violate in any Legal Requirement respect any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its the Company Subsidiaries or any of their properties or assets except assets, (v) require any action by (including any authorization, consent or approval) or in respect of (including notice to), any case referred to Person under any Company Material Contract or Company Permit, or (vi) result in the creation or imposition of any lien upon, or the forfeiture of, any asset of the Company or any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectCompany Subsidiaries.

Consents and Approvals; No Violations. Except for the filing and recordation of the Articles of Merger as required by the Act, any consents, filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required underunder the HSR Act and as otherwise set forth in Schedule 3.7, no filing with or notice to, and other applicable requirements no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the Exchange Act, execution and delivery by the HSR Act, state securities Company of this Agreement or blue sky laws, and the filing and recordation consummation by the Company of a certificate of merger under the DGCLtransactions contemplated hereby. Except as set forth in Schedule 3.7, neither the execution, delivery or and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate or articles of incorporation or the bylaws of the Company (or of any of its Subsidiaries, (iisimilar governing documents) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiariessubsidiaries, (iiiii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any Contractmaterial note, bond, mortgage, indenture, lease, license, contract, agreement or (iv) violate any Legal Requirement applicable other instrument or obligation to which the Company, Company or any of its Subsidiaries subsidiaries is a party or by which any of them or any of their respective properties or assets except in may be bound or (iii) violate any case referred Law applicable to in the Company or any of clauses (ii) through (iv) above, which individually its subsidiaries or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectany of their respective properties or assets.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 (a) approval of the Company Disclosure Schedule Merger by the requisite Stockholders and (b) filing of the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under with the DGCLSecretary of State of the State of Nevada and with the Secretary of State of the State of Delaware, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) violate any provision of its certificate of incorporation or by-laws; (ii) violate, conflict with or result in any a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, require the consent of or result in the creation of any encumbrance upon any of the certificate of incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part properties of the Company or any of its Subsidiariessubsidiaries under any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument (collectively, “Contract”) to which the Company or any its subsidiaries or any of their respective properties may be bound; (iii) require the consent of any person underConsent, result in a violation approval or breach authorization of, accelerate the performance of obligations or alter the rights undernotice to, or constitute (with declaration, filing or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) underregistration with, any governmental entity by or with respect to the Company or any of the terms, conditions or provisions of any Contract, its subsidiaries; or (iv) violate any Legal Requirement order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Company, Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets except assets; except, in any case referred to in any the cases of clauses (ii), (iii) through and (iv) above), which individually any such violations, conflicts, breaches, defaults or in the aggregateencumbrances, would or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not result in, or could reasonably be expected to result in in, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except No notice to, filing with, and no permit, authorization, consent or approval of, any arbitrator, court, nation, government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial regulatory or administrative functions of, or pertaining to, government (a "Governmental Entity"), or any private third party is necessary for the filings or consummation by the consents, authorizations or approvals set forth on Section 3.4 Company of the Company Disclosure Schedule transactions contemplated by this Agreement. Neither the execution and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any material breach of any provision of the certificate of incorporation Charter or the bylaws of the Company or of any of its SubsidiariesBylaws, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or result in the creation of any mortgage, pledge, charge, security interest, claim or encumbrance of any kind (other than licenses or other agreements relating to IP which are not intended to secure an obligation) (collectively, a "Lien")) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, license, contract, agreement or (iv) violate any Legal Requirement applicable other instrument or obligation to which the Company, Company is a party or by which it or any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably may be expected to result in a Material Adverse Effect.bound or

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule The execution and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor do not, and the performance by the Company of this Agreement and, subject to the approval of the Company’s stockholders (to the extent required), the consummation by the Company of the transactions contemplated hereby nor compliance by Transactions will not, except as set forth in Section 5.4 of the Company with any of the provisions hereof will Disclosure Schedule, (ia) conflict with or result in any breach of violate any provision of the certificate of incorporation or the bylaws of the Company or of any of its SubsidiariesCompany, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractMaterial Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, or (ivc) violate any Legal Requirement Law applicable to the Company, any of its Subsidiaries or any of their properties or assets except or (d) other than in connection with or compliance with (A) the DGCL, (B) requirements under other state corporation Laws, (C) the HSR Act, if applicable, and any applicable competition, antitrust or investment Laws of jurisdictions other than the U.S., (D) Nasdaq rules and listing standards and (E) the Exchange Act, including, without limitation, the filing with the SEC of the Schedule 14D-9 and the Proxy Statement, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a “Governmental Entity”); except, in the case referred to in any of clauses (iib), (c) through and (ivd), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, (1) abovewould not, which individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect, or (2) would occur or be required as a result of the business or activities in which Parent or Merger Sub is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Parent or Merger Sub.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on in Section 3.4 3.5 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals or as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the DGCL, the rules and regulations of the NYSE, state securities or blue sky laws, and the filing foreign and recordation of a certificate of merger under the DGCLsupranational laws relating to antitrust and competition clearances and other applicable Regulatory Laws, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the Stockholder Approval, contravene, conflict with with, or result in any violation or breach of any provision of the certificate of incorporation or the bylaws of the Company or of the similar organizational documents of any of its the Company’s Subsidiaries, (ii) require the Company to make any notice to, or filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity of competent jurisdiction, or (iii) assuming compliance with the matters referred to in clause (ii), contravene, conflict with or result in a violation or breach of any provision of any applicable Law, require any consent or other action by any Person under, constitute a default or an event that, with or without notice, lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation or acceleration of any right or obligation under, or the loss of a benefit under, any provision of any Material Contract, or result in the creation or imposition of any Lien, other than any Permitted Lien, on the part any property, right or asset of the Company or any of its Subsidiaries, (iii) require with such exceptions, in the consent case of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any each of clauses (ii) through and (iv) aboveiii), which individually or in the aggregate, as would not reasonably be expected to result in constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule (a). The execution and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor do not, and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not, (i) conflict with or result in any breach of violate any provision of the certificate articles of incorporation or the bylaws of the Company or of any of its SubsidiariesCompany, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractContract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, or (iviii) violate any Legal Requirement Law applicable to the Company, any of its Subsidiaries or any of their properties or assets except or (iv) other than in connection with or compliance with (A) the WBCA, (B) requirements under other state corporation Laws, (C) the HSR Act, (D) Nasdaq rules and listing standards and (E) the Exchange Act, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a “Governmental Entity”); except, in the case referred to in any of clauses (ii), (iii) through and (iv), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, (1) abovewould not, which individually or in the aggregate, have a Company Material Adverse Effect and would not reasonably materially adversely affect the ability of the Company to consummate the transactions contemplated hereby, or (2) would occur or be expected required as a result of the business or activities in which Parent or Sub is or proposes to be engaged or as a result in a Material Adverse Effectof any acts or omissions by, or the status of any facts pertaining to, Parent or Sub.

Consents and Approvals; No Violations. Except for None of the filings execution, delivery or performance of this Agreement by the Parent and Purchaser, the consummation by the Parent and Purchaser of the Transactions or compliance by the Parent or Purchaser with any of the provisions of this Agreement will (i) violate or conflict with or result in any breach of any provision of the organizational documents of Parent or Purchaser,(ii) require any filing by the Parent or Purchaser with, or the consentspermit, authorizations authorization, consent or approvals set forth on Section 3.4 approval of, any Governmental Entity (except for (A) compliance with any applicable requirements of the Company Disclosure Schedule and Exchange Act, (B) any filings as may be required under the DGCL in connection with the Merger, (C) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, under the HSR ActAct and Required Governmental Approvals, state securities or blue sky laws, and (D) the filing with the SEC of (x) the Schedule TO and recordation of a certificate of merger under (y) the DGCLProxy Statement, neither the execution, delivery or performance of this Agreement if stockholder approval is required by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing withapplicable law, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of violate any person underorder, result in a violation writ, injunction, decree, statute, rule or breach of, accelerate the performance of obligations regulation applicable to Parent or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) underPurchaser, any of the termstheir Subsidiaries, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets assets, except in any the case referred to in any of clauses clause (i) or (ii) through (iv) abovesuch violations, breaches or defaults which would not, individually or in the aggregate, would not reasonably be expected impair in any material respect the ability of each Parent or Purchaser to result in a Material Adverse Effectperform its obligations under this Agreement, as the case may be, or prevent the consummation of the Transactions.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither Neither the execution, delivery or performance of this Agreement by the Company of any Transaction Document to which it is, or is specified to be, a party, nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof Contemplated Transactions thereunder, will (ia) conflict with or result in any breach of violate any provision of the certificate of incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part Organizational Documents of the Company or any of its Subsidiaries, ; (iiib) require the consent of any person under, result in a breach or violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or notice, lapse of time or both) a default (under, require any consent or notice under, or give rise to any right of termination, amendmentcancellation, cancellation modification or acceleration) acceleration under, or require any notice consent, approval, authorization or waiver under, any of the terms, conditions or provisions of any Material Contract, or ; (ivc) violate any Legal Requirement Law applicable to the Company, Company or any of its Subsidiaries or any of their the material properties or assets of the Company or any of its Subsidiaries; (d) except for any required filings pursuant to the HSR Act, require on the part of the Company or any of its Subsidiaries any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority; or (e) result in the creation or imposition of any case referred to Lien (other than Permitted Liens) on any assets or properties of the Company or any of its Subsidiaries, except, in any the cases of clauses (iib) through (ive) aboveof this Section 3.03, which as would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectmaterial and adverse impact on the Company and its Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except for To the filings or the consents, authorizations or approvals set forth on Section 3.4 knowledge of the Company Disclosure Schedule and Special Committee, except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate the Certificate of merger under the DGCLMerger, neither none of the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor Transactions or compliance by the Company with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws by-laws of the Company or of any of its SubsidiariesCompany, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iiic) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or loss of any rights) under, any of the terms, conditions or provisions of any Contract, Company Agreement or (ivd) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Company or any of its Subsidiaries or any of their properties or assets except in any case referred to in any of assets, excluding from the foregoing clauses (iib), (c) through and (ivd) abovesuch filings, permits, authorizations, consents, approvals, violations, breaches or defaults which could not, individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect. Except as set forth in Section 4.7 of the Company Disclosure Letter, there are no third party non-governmental consents, notices or approvals related to the Company or any of its respective assets or properties required to be obtained prior to the consummation of any of the Transactions.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 The execution and delivery of this Agreement by the Company Disclosure Schedule do not, and the except for those filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR ActNYBCL, state blue sky, securities or blue sky takeover laws, Nasdaq Global Select Market requirements and the filing Irish Competition Xxx 0000, and recordation subject, with respect to the consummation of a certificate of merger under the DGCLMerger, neither to obtaining the executionCompany Stockholder Approval, delivery or the performance of this Agreement by the Company nor and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not (i) conflict with or result in any breach of any provision of the certificate Company Certificate of incorporation Incorporation or the bylaws Company Bylaws or of the Company or similar organizational documents of any of its SubsidiariesSubsidiary thereof, (ii) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, require the consent from or the giving of notice to a Third Party pursuant to, or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation under, any of the terms, conditions or provisions of any Company Material Contract or any Company Plan, (iii) require any filing or registration with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, Subsidiaries or (iv) assuming compliance with the requirement described above, violate any Legal Requirement applicable Applicable Law to which the Company, Company or any of its Subsidiaries or any of their respective properties or assets except in any case referred to in any of is subject, excluding from the foregoing clauses (ii) through — (iv) abovesuch conflicts, which requirements, obligations, defaults, failures, breaches, rights or violations that would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the DGCL, the rules and regulations of NYSE, state securities or blue sky laws, and the filing foreign and recordation of a certificate of merger under the DGCLsupranational laws relating to antitrust and competition clearances and other applicable Regulatory Laws, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the Stockholder Approval, contravene, conflict with with, or result in any violation or breach of any provision of the certificate of incorporation or the bylaws of the Company or of the similar organizational documents of any of its Subsidiariesthe Company’s Subsidiaries (assuming the accuracy of the representations and warranties in Section 4.9), (ii) require the Company to make any notice to, or filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity of competent jurisdiction or (iii) assuming compliance with the matters referred to in clause (ii), contravene, conflict with or result in a violation or breach of any provision of any applicable Law, require any consent by any Person under, constitute a default or an event that, with or without notice, lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, or acceleration of any right or obligation under, or the loss of a benefit under, any Material Contract, or result in the creation or imposition of any Lien, other than any Permitted Lien, on the part any asset of the Company or any of its Subsidiaries, (iii) require with such exceptions, in the consent case of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any each of clauses (ii) through and (iv) aboveiii), which individually or in the aggregate, as would not reasonably be expected to result in constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, ERISA, the Code, the HSR Act, the DGCL, the rules and regulations of NASDAQ, state securities or blue sky laws, and the filing foreign and recordation of a certificate of merger under the DGCLsupranational laws relating to antitrust and competition clearances and other applicable Regulatory Laws, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the Stockholder Approval, contravene, conflict with with, or result in any violation or breach of any provision of the certificate of incorporation or the bylaws of the Company or of the similar organizational documents of any of its the Company’s Subsidiaries, (ii) require the Company to make any notice to, or filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity of competent jurisdiction or (iii) assuming compliance with the matters referred to in clause (ii), contravene, conflict with or result in a violation or breach of any provision of any applicable Law, require any consent by any Person under, constitute a default or an event that, with or without notice, lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, or acceleration of any right or obligation under, or the loss of a benefit under, any provision of any Material Contract, or result in the creation or imposition of any Lien, other than any Permitted Lien, on the part any asset of the Company or any of its Subsidiaries, (iii) require with such exceptions, in the consent case of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any each of clauses (ii) through and (iv) aboveiii), which individually or in the aggregate, as would not reasonably be expected to result in constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of (a) Assuming the Company Disclosure Schedule Stockholder Approval has been obtained, and the except for (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, under (i) the Exchange Act, the HSR Act, Securities Act and state securities or state “blue sky lawssky” laws and (ii) the HSR Act and (b) the filing of the Certificate of Merger, and as set forth in Section 3.6 of the filing and recordation Company Disclosure Schedule, none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor Transaction or compliance by the Company with any of the provisions hereof herein do or will (i) violate, conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws organizational documents of the Company or of any of its SubsidiariesCompany Subsidiary, (ii) require any filing by the Company with, notice to, or permit, authorization, consent or approval of, any state or federal government or governmental authority or by any United States or state court of competent jurisdiction or of any other country, territory or governmental body (a “Governmental Entity on the part of the Company or any of its SubsidiariesEntity”), (iii) require the consent of any person under, conflict with or result in a violation or breach by the Company of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or result in the termination or cancellation of or the loss of material benefit under or accelerate the performance required by, or give rise to any right of termination, amendmentcancellation, cancellation modification or acceleration) under, any of the terms, conditions or provisions of any ContractMaterial Contract to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective properties or assets may be bound, or (iv) violate or conflict with any Legal Requirement applicable to Laws, excluding from the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of foregoing clauses (ii), (iii) through and (iv) abovesuch filings, notices, permits, authorizations, consents, approvals, violations, breaches, defaults, terminations, cancellations, losses and accelerations which have not and would not reasonably be expected to, individually or in the aggregate, would not reasonably be expected (A) prevent or materially delay consummation of the Merger, (B) otherwise prevent or materially delay performance by the Company of its obligations under this Agreement or (C) have a material adverse effect on the ability of the Company and the Company Subsidiaries taken as a whole to result conduct their businesses in a Material Adverse Effectthe ordinary course consistent with past practice.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 ------------------------------------- applicable requirements of the Company Disclosure Schedule and HSR Act, the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofSecurities Act, the Exchange Act, the HSR Act, state securities or blue sky laws, the rules and regulations of NASDAQ and the filing and recordation of a certificate Certificate of merger under Merger as required by the DGCLGCL, neither no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the executionconsummation by the Company of the transactions contemplated by this Agreement, the Parent Option Agreement and the Company Option Agreement. Neither the execution and delivery or performance of this Agreement, the Parent Option Agreement or the Company Option Agreement by the Company Company, nor the consummation by the Company of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof, will (ia) conflict with or result in any breach of any provision provisions of the certificate Certificate of incorporation Incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part By-Laws of the Company or any of its the Subsidiaries, (iiib) require the consent of any person underexcept as set forth on Schedule 5.5(b), result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company or any of the Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (ivc) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its the Subsidiaries or any of their properties or assets assets, except in any the case referred to in any of clauses (iib) through and (ivc) abovefor violations, breaches or defaults which would not individually or in the aggregate, would not reasonably be expected to result in aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), state securities (b) the consents and approvals of Governmental Entities set forth on Schedule 2.5, and/or (c) as may be necessary as a result of any facts or blue sky lawscircumstances relating solely to Buyer or any of its Affiliates, no material filing with or material notice to, and no material permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the filing execution and recordation delivery by the Company or Seller of a certificate this Agreement or the consummation by the Company and Seller of merger under the DGCL, neither transactions contemplated hereby. Neither the execution, delivery or and performance of this Agreement by the Company or Seller nor the consummation by the Company and Seller of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (iA) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Target Company or of any of its Subsidiaries, Charter Documents; (iiB) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity except as set forth on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person underSchedule 2.5, result in a material violation or material breach of, accelerate the performance of obligations or alter the rights undercause acceleration, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any ContractMaterial Contracts or require any of the Target Companies to obtain any material consent, approval, authorization or action of, or give any notice to, any Person under any Material Contract; (ivC) violate any Legal Requirement applicable to the Company, material Law or Order of any Governmental Entity having jurisdiction over any Target Company or any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses assets; or (iiD) through (iv) above, which individually or result in the aggregate, would not reasonably be expected to result in a Material Adverse Effectcreation of any Liens upon the Company Shares or the Subsidiary Shares.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on as disclosed in Section 3.4 4.4 of the Company Disclosure Schedule and the for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), and any comparable premerger notification laws, rules or regulations of any applicable foreign jurisdiction, and the Exchange Act, the HSR Act, state securities or blue sky laws, approval of this Agreement and the Merger by the Company's stockholders and the filing and recordation of a certificate the Certificate of merger under Merger as required by the DGCL, neither the execution, delivery or performance of this Agreement or the Option Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof will or thereof will: (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws or similar organizational documents of the Company or of any of its Subsidiaries, ; (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company court, arbitral tribunal, administrative agency or any of its Subsidiaries, commission or other governmental or other regulatory authority or agency (a "GOVERNMENTAL ENTITY"); (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or (iv) violate any Legal Requirement applicable other instrument or obligation to which the Company, Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets except in any case referred to in any of clauses may be bound (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect."COMPANY AGREEMENT"); or

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, of state securities or blue sky laws, and the filing and recordation none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor Purchaser, the consummation by the Company Purchaser of the transactions contemplated hereby nor Transactions or compliance by the Company Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate articles of incorporation or the bylaws by-laws of the Company or of any of its SubsidiariesPurchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Purchaser is a party or by which it or assets may be bound, or (iv) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Purchaser or any of its Subsidiaries or any of their properties or assets except in any case referred to in any of assets, excluding from the foregoing clauses (ii), (iii) through and (iv) abovesuch violations, breaches or defaults which would not, individually or in the aggregate, would not reasonably be expected have a material adverse effect on Purchaser’s ability to result in a Material Adverse Effectconsummate the Transactions or which arise from the regulatory status of the Company.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR ActAct and foreign antitrust laws, state securities or blue sky laws, and the filing and recordation of a certificate the Certificate of merger under the DGCLMerger, neither none of the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor Transactions or compliance by the Company with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the certificate of incorporation incorporation, the by-laws or the bylaws similar organizational documents of the Company or of any of its SubsidiariesCompany Subsidiary, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part Entity, (c), except as set forth in Section 4.7 of the Company or any of its Subsidiaries, (iii) require the consent of any person underDisclosure Letter, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or loss of any rights) under, any of the terms, conditions or provisions of any Contract, Company Agreement or (ivd) violate any Legal Requirement order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries Company Subsidiary or any of their properties or assets assets, except in any the case referred to in any of clauses (iib), (c) through and (ivd) abovefor such filings, permits, authorization, consents or approvals, violations, breaches, defaults or rights, which individually or in the aggregate, would could not reasonably be expected to result in have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, Act and the filing and recordation of a the certificate of merger under the DGCLmerger, neither none of the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor Transactions or compliance by the Company with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the certificate Amended and Restated Articles of incorporation Incorporation or the bylaws Amended Code of Regulations of the Company or similar organizational documents of any of its the Company’s Subsidiaries, (iib) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity on the part of the Company or any of its SubsidiariesEntity”), (iiic) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, Material Contract or (ivd) violate any Legal Requirement Order or Law applicable to the Company, any of its Subsidiaries or any of their properties or assets assets, except in any the case referred to in any of clauses (iib), (c) through or (ivd) abovewhere failure to obtain such permits, which authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaults would not, individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the notices, filings or the consents, authorizations or approvals and consents set forth on in Section 3.4 of the Company Disclosure Schedule (including, if applicable, such notices, filings and consents applicable to the Company and its subsidiaries as may be required under any environmental, health or safety law or regulation, under federal and state laws, rules and regulations applicable to health care providers reimbursed under the federal Medicare and state Medicaid programs, under any certificate of need law or regulation, or under any state licensure law or regulation) and the filings, permits, orders, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporation Incorporation or the bylaws By-laws or similar organizational documents of the Company or of any of its Subsidiariessubsidiaries, (ii) require any notice to, filing with, or permit, order, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity on the part of the Company or any of its SubsidiariesEntity"), (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.amend-

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, Finnish corporation and securities law, Non-U.S. Monopoly Laws, state securities or blue sky laws, the MBCA and the filing and recordation of a certificate of merger under the DGCL, neither none of the execution, delivery or performance of this Agreement by the Company nor or the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof Transactions will (i) conflict with or result in any breach of any provision of the certificate articles of incorporation or incorporation, the bylaws or similar organizational documents of the Company or of any of its SubsidiariesCompany, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any ContractCompany Agreement, or (iv) violate any Legal Requirement Order, statute, rule or regulation applicable to the Company, any of its Subsidiaries Company Subsidiary or any of their properties or assets except in any case referred assets, except, with respect to in any of the foregoing clauses (ii), (iii) through and (iv) above), which as could not reasonably be expected to, individually or in the aggregate, would have a Company Material Adverse Effect. There are no third party consents or approvals required to be obtained under the Company Agreements prior to the consummation of the Transactions, except where the failure to obtain such consents or approvals could not reasonably be expected to result to, individually or in the aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 None of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor Merger or any of the other Transactions or compliance by the Company with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of (i) the Company Governing Documents or (ii) the comparable governing documents of any of its Subsidiaries, (iib) require any filing by the Company with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity on the part Authority (except for (i) compliance with any applicable requirements of the Company or Exchange Act, (ii) any of its Subsidiariesfilings as may be required under the DGCL in connection with the Merger, (iii) require filings, permits, authorizations, waiting period terminations or expirations, consents and approvals as may be required under the consent HSR Act and any other Required Governmental Approvals, (iv) such filings with the SEC as may be required to be made by the Company in connection with this Agreement and the Merger or (v) such filings as may be required under the rules and regulations of any person underthe NASDAQ in connection with this Agreement and the Merger), (c) automatically result in a modification, violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) ), result in the creation of any Liens (other than Permitted Liens), under, any of the terms, conditions or provisions of any Material Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.or

Consents and Approvals; No Violations. Except for the filings or filing -------------------------------------- and recordation of a Certificate of Merger as required by the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule DGCL and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the a filing and recordation of a certificate Certificate of merger under Merger as required by the DGCLOGCL, neither no Governmental Approval is necessary or required in connection with the execution, execution and delivery or performance of this Agreement by the Company nor or for the consummation by the Company of the transactions contemplated by this Agreement. Assuming that all Governmental Approvals contemplated by the immediately preceding sentence have been duly made or obtained, and assuming that the required consents under, and termination of, certain agreements specified in Exhibit 3.5 attached hereto (the ----------- "Required Consents") have been obtained, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the certificate Articles of incorporation Incorporation or the bylaws Code of Regulations of the Company or of any of its SubsidiariesCompany, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, Contract or other instrument or obligation binding upon the Company, or (ivc) violate any Legal Requirement order, writ, injunction, decree or Law in effect as of the date of this Agreement and applicable to the Company, or any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectassets.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 applicable requirements of the Company Disclosure Schedule and Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XXX"), xxe Securities Act of 1933, as amended (the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of"SECURITIES ACT"), the Securities Exchange ActAct of 1934, as amended (the HSR Act"EXCHANGE ACT"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, and the and, as applicable, filing and recordation of a certificate Certificate of merger under Merger as required by the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any no filing with, or and no permit, authorization, consent or approval of, any Governmental Entity on public body or authority is necessary for the part consummation by such Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by such Company, nor the consummation by such Company or of the transactions contemplated hereby, nor compliance by such Company with any of its Subsidiariesthe provisions hereof, will (a) result in any breach of the Certificate of Incorporation or Bylaws of such Company, (iiib) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contractnote, bond, mortgage, indenture, license, contract, agreement or (iv) violate any Legal Requirement applicable other instrument or obligation to the Company, which such Company or any of its Subsidiaries subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Company, any of its subsidiaries or any of their properties or assets, except in any the case referred to in any of clauses (iib) through and (ivc) abovefor violations, which individually breaches or in the aggregate, defaults that would not reasonably be expected to result in have a Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consentsThe execution, authorizations or approvals set forth on Section 3.4 of delivery and performance by the Company Disclosure Schedule of this Agreement and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, Transaction Documents to which the Exchange Act, the HSR Act, state securities or blue sky lawsCompany is a party, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by and thereby, do not and will not (with the Company with any passage of time or the provisions hereof will giving or notice or both): (ia) result in a violation, default, or breach of or conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part Organizational Documents of the Company or any of its Subsidiaries; (b) result in a violation, default or breach of or conflict with any provision of any Law or Governmental Order applicable to the Company or any of its Subsidiaries or any of their respective properties, Liabilities or assets; (iiic) require the consent of consent, notice or other action by any person Person under, conflict with, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any a right of payment under or result in the loss of benefit, termination, amendmentmodification, cancellation or accelerationacceleration of, or give any Person the right to terminate, modify, cancel or accelerate any term of, any Contract that is material to the business or operations of the Company and its Subsidiaries; or (d) under, result in the creation or imposition of any Lien upon the capital stock of the Company or any of the termsproperty or assets of the Company or its Subsidiaries. No consent, conditions approval, authorization, Permit, Governmental Order, declaration or provisions of any Contractfiling with, or (iv) violate notice to, any Legal Requirement applicable Governmental Authority or pursuant to any Law is required by or with respect to the Company, any Company in connection with the execution and delivery of its Subsidiaries this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effectthereby.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on Section 3.4 Schedule 3.5 and for applicable requirements of the Company Disclosure Schedule and Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the "HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL"), neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws by-laws of the Company or of any of its Subsidiaries, Seller; (iib) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity on the part of the Company governmental or any of its Subsidiariesregulatory authority; (c) violate, (iii) require the consent of any person under, conflict with or result in a violation default (or breach ofany event which, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (under, or give rise to any right of termination, amendment, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any Contractnote, mortgage, other evidence of indebtedness, guarantee, license, agreement, lease or (iv) violate any Legal Requirement applicable other contract, instrument or obligation to which the Company, any of its Subsidiaries Company or Seller is a party or by which the Company or Seller or any of their properties respective assets may be bound; or assets except in (d) violate any case referred order, injunction, decree, statute, rule or regulation applicable to in any the Company or Seller, excluding from the foregoing clauses (b), (c) and (d) such requirements, violations, conflicts, defaults or rights (i) which would not have a Company Material Adverse Effect and would not adversely affect the ability of clauses Seller to consummate the transactions contemplated by this Agreement, or (ii) through (iv) abovewhich become applicable as a result of the business or activities in which Buyer is or proposes to be engaged or as a result of any acts or omissions by, which individually or in the aggregatestatus of or any facts pertaining to, would not reasonably be expected to result in a Material Adverse EffectBuyer.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, Act and state securities or blue sky laws, and the filing and recordation none of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement the Transaction Documents by Sellers and the Company nor Company, the consummation by Sellers and the Company of the transactions contemplated hereby nor Transactions or compliance by Sellers and the Company with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of either of the Sellers or the certificate of incorporation or bylaws of the Company or of any of its SubsidiariesCompany, each as amended to date, (iib) require any material declaration or filing with, or material permit, authorization, consent or approval of, any Governmental Entity on the part of the Company Entity, or any of its Subsidiaries, (iiic) require the consent of any person under, result in a any material violation or material breach of, accelerate the performance of obligations or alter the rights constitute a material default under, give rise to any right of termination or constitute acceleration (with or without due notice or the lapse of time or both) a default (pursuant to, or give rise otherwise require any notice to any right of termination, amendment, cancellation or acceleration) Person under, any term or provision of any Material Contract, excluding from the foregoing clause (b) such declarations, filings, permits, authorizations, consents or approvals which would not become applicable but for the business or activities in which Purchaser is or proposes to be engaged or any acts (other than the execution, delivery and performance of this Agreement and the operation of the termsPurchased Business as currently conducted) or omissions by, conditions or provisions the status of any Contractfacts pertaining to, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectPurchaser.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the DGCL, the rules and regulations of NYSE, state securities or blue sky laws, and the filing foreign and recordation of a certificate of merger under the DGCLsupranational laws relating to antitrust and competition clearances and other applicable Regulatory Laws, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) assuming that the Merger is consummated in accordance with Section 251(h) of the DGCL, contravene, conflict with with, or result in any violation or breach of any provision of the certificate of incorporation or the bylaws of the Company or of the similar organizational documents of any of its Subsidiariesthe Company’s Subsidiaries (assuming the accuracy of the representations and warranties in Section 4.9), (ii) require the Company to make any notice to, or filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity of competent jurisdiction or (iii) assuming compliance with the matters referred to in clause (ii), contravene, conflict with or result in a violation or breach of any provision of any applicable Law, require any consent by any Person under, constitute a default or an event that, with or without notice, lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, or acceleration of any right or obligation under, or the loss of a benefit under, any Material Contract, or result in the creation or imposition of any Lien, other than any Permitted Lien, on the part any asset of the Company or any of its Subsidiaries, (iii) require with such exceptions, in the consent case of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any each of clauses (ii) through and (iv) aboveiii), which individually or in the aggregate, as would not reasonably be expected to result in constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on in Section 3.4 3.5 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals or as may be required under, and other applicable requirements of, the Exchange Act, the Investment Advisers Act, ERISA, the Code, the HSR Act, the DGCL, the rules and regulations of NASDAQ, the rules and regulations of FINRA, state securities or blue sky laws, and the filing foreign and recordation of a certificate of merger under the DGCLsupranational laws relating to antitrust and competition clearances and other applicable Regulatory Laws, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the Stockholder Approval, contravene, conflict with with, or result in any violation or breach of any provision of the certificate of incorporation or the bylaws of the Company or of the similar organizational documents of any of its the Company’s Subsidiaries, (ii) require the Company to make any notice to, or filing with, or obtain any permit, authorization, consent or approval of, any Governmental Entity of competent jurisdiction or (iii) assuming compliance with the matters referred to in clause (ii), contravene, conflict with or result in a violation or breach of any provision of any applicable Law, require any consent by any Person under, constitute a default or an event that, with or without notice, lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, or acceleration of any right or obligation under, or the loss of a benefit under, any provision of any Material Contract, or result in the creation or imposition of any Lien, other than any Permitted Lien, on the part any asset of the Company or any of its Subsidiaries, (iii) require with such exceptions, in the consent case of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any each of clauses (ii) through and (iv) aboveiii), which individually or in the aggregate, as would not reasonably be expected to result in constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky Act and similar foreign competition laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance perfor- xxxxx of this Agreement by the Company nor each Stockholder, the consummation by the Company each Stockholder of the transactions contemplated hereby nor and compliance by the Company each Stockholder with any of the provisions hereof will shall not (ia) conflict with or result in any breach of any provision provisions of the certificate organizational documents of incorporation or the bylaws of the Company or of any of its Subsidiariessuch Stockholder, (iib) require any filing by such Stockholder or any of its Subsidiaries with, or any permit, authorization, consent or approval of, to be obtained by such Stockholder of any Governmental Entity on the part of the Company or any of its SubsidiariesEntity, (iiic) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, Contract to which such Stockholder is a party or (iv) violate any Legal Requirement applicable to the Company, by which any of its Subsidiaries them or any of their properties or assets except in may be bound or affected or (d) violate any case referred order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to in any of clauses (ii) through (iv) abovesuch Stockholder, which individually or except, in the aggregatecase of clause (c) or (d), for violations, breaches or defaults which would not reasonably be expected have a material adverse effect on the ability of such Stockholder to result in a Material Adverse Effectconsummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for Assuming the filings or truth and accuracy of the consents, authorizations or approvals representations and warranties of Buyer set forth on in Section 3.4 of the Company Disclosure Schedule and the filings7.3, permitsno notices to, filings with, or authorizations, consents and or approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities of any Person or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither Governmental Entity are necessary for the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is or will be a signatory or the consummation by the Company of the transactions contemplated hereby, except for (a) compliance with and filings under the HSR Act and Foreign Competition Laws, (b) such filings as may be required by any applicable federal or state securities, takeover or “blue sky” Laws, (c) those that may be required as a result of any facts or circumstances relating to Buyer or any of its Affiliates, and (d) as set forth on Schedule 4.10. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is or will be a signatory nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of violate any provision of the certificate of incorporation or the bylaws of the Company or of any of its SubsidiariesGroup Company’s Governing Documents, (ii) require any filing except as set forth on Schedule 4.10, conflict with, or permit, authorization, consent result in a breach of the material terms or approval provisions of, or constitute a default under any Material Contract or Real Property Lease, (iii) violate any Order or Law of any Governmental Entity on the part of the having jurisdiction over any Group Company or any of its Subsidiariestheir respective properties or assets or (iv) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any of the properties, rights or assets of any Group Company; except, in the case of clause (ii), (iii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract, or (iv) violate any Legal Requirement applicable to the Company), any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) abovesuch occurrences that would not, which individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule The execution and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor do not, and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof Transactions will not, (i) conflict with or result in any breach of violate any provision of the certificate of incorporation Company Charter or the bylaws of the Company or of any of its SubsidiariesBylaws, (ii) require violate any filing with, or permit, authorization, consent or approval of, provision of the equivalent organizational documents of any Governmental Entity on the part of the Company or any of its Subsidiaries, (iii) require except as set forth in Section 4.4 of the consent of any person underCompany Disclosure Schedule, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any a right of of, or result in, termination, amendment, cancellation or acceleration) acceleration of any obligation, or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any ContractContract or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets is bound, or (iv) violate any Legal Requirement Law applicable to the Company, any of its Subsidiaries or any of their respective properties or assets except or (v) other than in connection with or compliance with applicable requirements of (A) the DGCL, (B) the HSR Act and other Antitrust Laws, (C) any applicable Securities Exchange Rules and (D) the Exchange Act, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any Governmental Entity; except, in the case referred to in any of clauses (ii) through ), (iii), (iv) aboveand (v), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not, individually or in the aggregate, would not reasonably be expected to result in be materially adverse to the Company and the Company’s subsidiaries, taken as a Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), state securities the filing with the SEC of the Proxy Statement and the making of such other filings as may be required under the Exchange Act or blue sky lawsby the rules of the Nasdaq Stock Market in connection with this Agreement, and the filing and recordation of a certificate the Certificate of merger under the DGCLMerger, neither none of the execution, delivery or performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby nor Transactions or compliance by the Company with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the certificate of incorporation Company Charter Documents or the bylaws of the Company or of any of its SubsidiariesSubsidiary Charter Documents, (iib) require any material filing with, or material permit, authorization, consent or approval of, any court, arbitral tribunal, arbitrator, administrative agency, or commission or other governmental, quasi-governmental, administrative or regulatory authority or agency (a "Governmental Entity Entity"), (c) except as set forth on the part Section 3.3(c) of the Company or any of its Subsidiaries, (iii) require the consent of any person under, Disclosure Letter result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute a default (or an event which with or without due notice or lapse of time or bothboth would become a default) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, acceleration under any of the terms, conditions or provisions of any Contract, Material Contract or (ivd) violate any Legal Requirement Order or Law applicable to the Company, any of its Subsidiaries or any of their respective properties or assets assets, except in any the case referred to in any of clauses clause (iic) through (iv) abovewhere such violations, which breaches or defaults would not, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule The execution and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by the Company nor do not, and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not, (i) conflict with or result in any breach of violate any provision of the certificate articles of incorporation or the bylaws of the Company (or of any of its Subsidiaries, (iiequivalent organizational documents) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity on the part of the Company or any of its Subsidiaries, (iiiii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any Lien upon any of the respective properties or assets of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contracta Contract or Permit, or (iviii) violate any Legal Requirement Law applicable to the Company, any of its Subsidiaries or any of their properties or assets except or (iv) other than in connection with or compliance with (A) the WBCA, (B) requirements under other state corporation Laws, (C) the HSR Act, (D) New York Stock Exchange rules and listing standards and (E) the Exchange Act, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency, whether domestic, foreign or multinational (a "Governmental Entity"), except, in the case referred to in any of clauses (ii) through and (iii), for such violations, breaches, defaults, terminations, cancellations, accelerations or Liens that would not have a Company Material Adverse Effect (without giving effect to clause (A) of the definition of such term), and, in the case of clause (iv) above), for such filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain would not, individually or in the aggregate, would not reasonably be expected to result materially adversely affect the ability of the Company to, in a Material Adverse Effecttimely manner, perform its obligations under this Agreement or consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals as set forth on Section 3.4 of Schedule -------------------------------------- 3.4(a), the execution and delivery by the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws, and the filing and recordation of a certificate of merger under the DGCL, neither the execution, delivery or performance of this Agreement by and the Company nor other Closing Documents to which it is a party do not, and the consummation by the Company of the transactions contemplated hereby nor and compliance by the Company with any of the provisions hereof will (i) not, conflict with with, or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligations or the loss of a benefit under or result in the creation of any Lien upon or right of first refusal with respect to any of the properties or assets of the Company under, (i) any provision of the certificate of incorporation Company Formation Documents or the bylaws of the Company or of any of its Subsidiaries, (ii) require any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation, instrument, permit, concession, franchise of license applicable to the Company, other than, in the case of (ii), any such violations, defaults, rights, losses or Liens that, individually or in the aggregate, would, so far as the Company may reasonably foresee, not prevent or result in a delay of the consummation of the transactions contemplated by this Agreement. No filing or registration with, or permit, authorization, consent or approval of, any Governmental Entity on Authority is required by or with respect to the part Company in connection with the execution and delivery of this Agreement by the Company or any of its Subsidiaries, (iii) require is necessary for the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any consummation of the termstransaction contemplated by this Agreement, conditions except such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or provisions of any Contractmade would not, or (iv) violate any Legal Requirement applicable to the Company, any of its Subsidiaries or any of their properties or assets except in any case referred to in any of clauses (ii) through (iv) above, which individually or in the aggregate, would not so far as the Company may reasonably be expected to foresee, prevent or result in a Material Adverse Effectdelay of the consummation of the transactions contemplated hereby.