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

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the Transactions, do not and will not (i) conflict with or violate the Organizational Documents of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii) to (iv), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Designated Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to the Company or any of its Designated Subsidiaries or by which any of their respective properties are bound, bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien Lien, or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Designated Subsidiaries is a party or by which the Company or any of its Designated Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Significant Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viivi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company or any of its Significant Subsidiaries or by which any of their respective properties are bound, or (iii) subject to obtaining the consents listed on Section 4.4(a)(iii) of the Company Disclosure Letter, result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactions, do not and will not not, (i) conflict with or violate the Organizational Documents of Company Charter or the CompanyCompany Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (bSection 3.4(b) below have been obtained and all filings and notifications described in such clauses have been mademade and any waiting periods related thereto have terminated or expired, conflict with or violate any Law applicable U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order, judgment, writ, stipulation, determination, award, injunction or decree (collectively, “Law”), in each case that is applicable to the any Acquired Company or by or to which any of its Subsidiaries assets or by which any of their respective properties are is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Material Company Material Contract to which the any Acquired Company is a party or by or to which any Acquired Company or any of its Subsidiaries assets or businesses is a party subject or by which the Company or any of its Subsidiaries or any of their respective properties are bound bound, or (iv) assuming that all consentsresult in the creation of any Lien, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been madeother than any Permitted Liens, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or upon any of their respective the material properties or assetsassets of any of the Acquired Companies, exceptother than, in the case of each of clauses (ii), (iii) to and (iv)) above, for any such conflict, breach, violation, default, loss, right or other occurrence that would notitems that, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Company Material Adverse EffectEffect or materially impair the ability of the Company to perform its obligations hereunder or to consummate the Transactions, in each case, on or before the Outside Date.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by each of Parent, Merger Sub and the Ancillary Agreements to which it is a partyMerger LLC, and the consummation by the Company each of Parent, Merger Sub and Merger LLC of the Transactions, do not and will not (i) subject to any required approval by the SEC pursuant to Section 19(b) of the Exchange Act and Rule 19b-4 thereunder of the Merger, the Subsequent Merger, and any related amendments to the governance documents and rules of the Parent Companies or the Acquired Companies, conflict with or violate the Organizational Documents Parent Charter, the Parent Bylaws or the comparable charter or organizational documents of the Companyany Material Parent Subsidiary, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (bSection 4.4(b) below have been obtained and all filings and notifications described in such clauses have been mademade and any waiting periods related thereto have terminated or expired, conflict with or violate any Law Law, in each case that is applicable to the any Parent Company or any of its Subsidiaries or by which any of their respective its assets or properties are is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Parent Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or Contract, (iv) assuming that all consentsresult in any breach or violation of any Parent Plan (including any award agreement thereunder), approvals and authorizations contemplated by clauses or (iv) through (vii) result in the creation of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or Lien upon any of their respective the material properties or assetsassets of any of the Parent Companies, exceptother than, in the case of clauses (ii), (iii) to and (iv)) above, for any such conflict, breach, violation, default, loss, right or other occurrence that would notitems that, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the TransactionsMerger and the other transactions contemplated hereby, do not and and, subject to the receipt of the Company Stockholder Approval will not not, (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, Permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consentsbound, approvals except as set forth on Section 3.4 of the Company Disclosure Letter and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law (including common law), statute, rule, regulation, order, injunction, judgment or decree (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective assets, rights or properties are subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien an obligation under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets, rights or properties are subject or bound or (iv) assuming that all consentsresult in the imposition of any Lien, approvals and authorizations contemplated by clauses (i) through (vii) other than Permitted Liens, on any asset, right or property of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries Company or any of their respective properties or assetsits Subsidiaries, except, in the case of clauses (ii) to through (iv), for any such conflict, breach, violation, default, loss, right right, imposition or other occurrence that would notthat, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactions, do not and will not (i) conflict with or violate the Organizational Documents Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Subsidiary of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (bSection 3.4(b) below have been obtained and all filings and notifications described in such clauses have been mademade and any waiting periods related thereto have terminated or expired, conflict with or violate any Law U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order, Judgment, writ, stipulation, award, injunction, decree or other enforceability requirements imposed by a Governmental Entity (collectively, “Law”), in each case that is applicable to the any Acquired Company or any of its Subsidiaries or by which any of their respective its assets or properties are is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment cancellation or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or Contract, (iv) assuming that all consents, approvals and authorizations contemplated by clauses result in any breach or violation of any Company Plan (iincluding any award agreement thereunder) through or (viiv) result in the creation of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or Lien upon any of their respective the material properties or assetsassets of any of the Acquired Companies, exceptother than, in the case of clauses (ii) to ), (iii), (iv)) and (v) above, for any such conflict, breach, violation, default, loss, right or other occurrence that would notitems that, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and and, subject to obtaining the Company Stockholder Approval, performance of this Agreement by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable federal, state, local, foreign or transnational law, rule, regulation, order, judgment or decree or COVID-19 Measure (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, violation, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Subsidiaries taken as a Company Material Adverse Effectwhole.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the Transactions, do not and will not (i) conflict with or violate the Organizational Documents of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, modify any material Permit Permits and Approval Approvals applicable to the Company, its Subsidiaries or any of their respective properties or assets, except, in the case of clauses (iiiii) to and (iv), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents of the CompanyCompany Constituent Documents, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law statute, law, ordinance, rule, regulation, order, judgment or decree (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or any of its Subsidiaries or by which any of their respective assets or properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of required payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties are bound or bound, (iv) assuming that all consentsresult in any breach or violation of any Company Plan (including any award agreement thereunder), approvals and authorizations contemplated by clauses or (iv) through result in the creation of any Lien upon any of the material properties or assets of the Acquired Companies (vii) or of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries Parent or any of their respective properties or assetsits Subsidiaries following the Effective Time), except, in the case of clauses (ii), (iii) (other than with respect to Contracts of the nature described in Section 3.15(a)(v) or (vii)) and (iv)) of this paragraph, for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, has not had, and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents of the CompanyCompany Constituent Documents, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viivi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law statute, law, ordinance, rule, regulation, order, judgment or decree (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, (iii) except as set forth in Section 4.4 of the Company Disclosure Letter, result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of guaranteed payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract (as defined in Section 4.15 hereof) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or bound, (iv) assuming that all consentsresult in any breach or violation of any Company Plan (including any award agreement thereunder), approvals or (v) result in the creation of any Lien upon any of the properties or assets of the Acquired Companies (or of Parent and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assets, following the Acceptance Time) except, in the case of clauses (ii) to ), (iii), (iv) and (v), for any such conflict, breach, violation, default, loss, right or other occurrence that would notthat, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company Material Adverse EffectEffect and does not and would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the performance by the Company of its obligations under this Agreement or the consummation of the transactions contemplated hereby.

No Conflict; Consents and Approvals. Except for matters that have not resulted and would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect solely with respect to clauses (b) through (e) below, neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (a) The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the Transactions, do not and will not (i) violate or conflict with or violate result in any breach of any provision of the Organizational Documents certificate of incorporation or bylaws of the Company, (iib) assuming that all consentsrequire any consent, approvals and authorizations contemplated by clauses approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority (including the FDA), agency, commission, tribunal or body (a “Governmental Entity”) except (i) through as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (viithe “HSR Act”) and any applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of subsection the Securities Exchange Act of 1934, as amended (bthe “Exchange Act”) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties are boundrules and regulations promulgated thereunder, (iii) result in any breach or violation ofthe filing and recordation of appropriate merger documents as required by the DGCL, or constitute a default and (or an event which with notice or lapse iv) the applicable requirements of time or both would become a default)the Nasdaq Global Market, (c) violate, conflict with, or result in the loss a breach of a benefit underany provisions of, or require any consent, waiver or approval or result in the creation or imposition of any Lien a default (or give rise to any right of termination, cancellation, amendment modification, purchase or repurchase, option exercise, put or call, acceleration ofor any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any Company Material such right) under any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party or by which the Company Company, or any property or asset of its Subsidiaries or any of their respective properties are the Company, is bound or affected, (ivd) assuming that all consentsresult (or, approvals and authorizations contemplated by clauses with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company (each, a “Lien”) other than (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii) to (iv), for any such conflict, breach, violation, default, loss, right or other occurrence that would Liens which do not, individually or in the aggregate, reasonably be expected materially detract from the value or materially interfere with any present or intended use of such property or assets (collectively, “Permitted Liens”) or (ii) Liens created by Parent or Purchaser, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to have a the Company Material Adverse Effector by which any of its assets are bound.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactions, do not and will not (i) conflict with or violate the Organizational Documents Company Charter, the Company Bylaws or the comparable charter or organizational documents of the Companyany Material Company Subsidiary, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (bSection 3.4(b) below have been obtained and all filings and notifications described in such clauses have been mademade and any waiting periods related thereto have terminated or expired, conflict with or violate any Law U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction, decree or other enforceability requirements imposed by a Governmental Entity (collectively, “Law”), in each case that is applicable to the any Acquired Company or any of its Subsidiaries or by which any of their respective its assets or properties are is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment cancellation or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or Contract, (iv) assuming that all consents, approvals and authorizations contemplated by clauses result in any breach or violation of any Company Plan (iincluding any award agreement thereunder) through or (viiv) result in the creation of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or Lien upon any of their respective the material properties or assetsassets of any of the Acquired Companies, exceptother than, in the case of clauses (ii) to ), (iii), (iv)) and (v) above, for any such conflict, breach, violation, default, loss, right or other occurrence that would notitems that, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by Xxxxxx and the Ancillary Agreements to which it is a partyMerger Sub, and the consummation by the Company Xxxxxx and Merger Sub of the TransactionsMerger and the other transactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents certificate of incorporation or bylaws of Parent or the equivalent organizational documents of any of the Company’s Subsidiaries, including, without limitation, the articles of organization or operating agreement of Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viivi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company Parent or any of its Subsidiaries or by which any of their respective properties are bound, bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company of this Agreement and the Ancillary Agreements to which it is a partydoes not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by the Company of with the Transactionsprovisions hereof will not, do not and will not (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each (but for the sake of clarification, excluding purchase orders), a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law foreign, federal, state, regional or local constitution, law, rule, regulation, ordinance, order, judgment or decree and relevant official interpretations, whether statutory, common or otherwise (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by each of Parent and the Ancillary Agreements to which it is a partyMerger Sub, and the consummation by the Company each of Parent and Merger Sub of the Transactions, do not and will not (i) conflict with or violate the Organizational Documents Parent Charter, the Parent Bylaws or the comparable organizational documents of the Companyany Material Parent Subsidiary, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (bSection 4.4(b) below have been obtained and all filings and notifications described in such clauses have been mademade and any waiting periods related thereto have terminated or expired, conflict with or violate any Law Law, in each case that is applicable to the any Parent Company or any of its Subsidiaries or by which any of their respective its assets or properties are is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material material Contract to which the any Parent Company or any of its Subsidiaries is a party or by which the any Parent Company or any of its Subsidiaries assets or any of their respective properties are bound businesses is subject or bound, (iv) assuming that all consents, approvals and authorizations contemplated by clauses result in any breach or violation of any Parent Plan (iincluding any award agreement thereunder) through or (viiv) result in the creation of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or Lien upon any of their respective the material properties or assetsassets of any of the Parent Companies, exceptother than, in the case of clauses (ii), (iii) to and (iv)) above, for any such conflict, breach, violation, default, loss, right or other occurrence that would notitems that, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Company Parent Material Adverse EffectEffect or materially impair the ability of the Parent to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents of the CompanyCompany Constituent Documents, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate in any Law material respect any U.S. or foreign statute, law, ordinance, rule, regulation, order, judgment or decree (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or any of its Subsidiaries or by which any of their respective assets or properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or Company, any of its Subsidiaries or any of their respective assets or properties are bound or bound, (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described result in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate breach or materially modify, violation in any material Permit and Approval applicable to respect of any Company Plan (including any award agreement thereunder), or (v) result in the Company, its Subsidiaries creation of any material Lien upon any of the material properties or assets of the Acquired Companies (or of Parent or any of their respective properties or assetsits Subsidiaries following the Effective Time), except, except in the case of clauses clause (iiiii) to (iv), for any such conflict, breach, violation, violation or default, loss, right or other occurrence that would notthat, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents of the CompanyCompany Charter, Company Bylaws, any Subsidiary’s Charter, or any Subsidiary’s Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment, decree, or similar requirement (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by each of Parent and the Ancillary Agreements to which it is a partyMerger Sub, and the consummation by the Company each of Parent and Merger Sub of the Transactions, do not and will not not, (i) conflict with or violate the Organizational Documents certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to the Companydate of this Agreement, or (ii) assuming (x) compliance with the matters set forth in Section 3.4(b) (and assuming the accuracy of the representations and warranties made in such Section 3.4(b)) and (y) that all consents, approvals and authorizations contemplated by clauses (i) through (viivi) of subsection (bSection 4.3(b) below have been obtained and all filings and notifications described in such clauses have been mademade and any waiting periods related thereto have terminated or expired, conflict with or violate any Law applicable Law, in each case that is applicable to the any Parent Company or by or to which any of its Subsidiaries assets or by which any of their respective properties are is subject or bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material material Contract to which the any Parent Company is a party or by or to which any Parent Company or any of its Subsidiaries assets or businesses is a party subject or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consentsbound, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described other than, in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modifyeach case, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii) to (iv), for any such conflict, breach, violation, default, loss, right or other occurrence that would notitems that, individually or in the aggregate, have not had, and would not reasonably be expected to have a Company Material Adverse Effectmaterially impair the ability of each of Parent and Merger Sub to perform its obligations hereunder or to consummate the Transactions, in each case, on or before the Outside Date.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law (including common law), statute, rule, regulation, order, injunction, judgment or decree (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective assets, rights or properties are subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien an obligation under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets, rights or properties are subject or bound or (iv) assuming that all consentsresult in the imposition of any Lien on any asset, approvals and authorizations contemplated by clauses (i) through (vii) right or property of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries Company or any of their respective properties or assetsits Subsidiaries, except, in the case of clauses (ii), (iii) to and (iv), for any such conflict, breach, violation, default, loss, right or other occurrence that would notthat, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, by JR and the consummation by the Company JR of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents JR’s articles of the Companyincorporation or JR’s bylaws, (ii) conflict with or violate the equivalent organizational documents of the JR Subsidiary, (iii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to JR or the Company or any of its Subsidiaries JR Subsidiary or by which any of their respective properties are bound, bound or (iiiiv) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which JR or the Company or any of its Subsidiaries JR Subsidiary is a party or by which JR or the Company or any of its Subsidiaries JR Subsidiary or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii), (iii) to and (iv), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company JR Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by each of Parent, Merger Sub and the Ancillary Agreements to which it is a partyMerger LLC, and the consummation by the Company each of Parent, Merger Sub and Merger LLC of the Transactions, do not and will not (i) conflict with or violate the Organizational Documents of Parent Charter, the CompanyParent Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (bSection 4.4(b) below have been obtained and all filings and notifications described in such clauses have been mademade and any waiting periods related thereto have terminated or expired, conflict with or violate any Law Law, in each case that is applicable to the any Parent Company or any of its Subsidiaries or by which any of their respective its assets or properties are is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract that is material to which the Company or any business of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or Parent Companies, (iv) assuming that all consentsresult in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), approvals and authorizations contemplated by clauses or (iv) through (vii) result in the creation of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or Lien upon any of their respective the material properties or assetsassets of any of the Parent Companies, exceptother than, in the case of clauses (ii), (iii) to and (iv)) above, for any such conflict, breach, violation, default, loss, right or other occurrence that would notitems that, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Company Parent Material Adverse EffectEffect or materially impair the ability of Parent to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viivi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, or (iii) subject to obtaining the consents listed on Section 4.4(a)(iii) of the Company Disclosure Letter, result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses clause (ii) to (iv), for any such conflictconflict which would not reasonably be expected to prevent, delay or impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement or result in material liability to the Company, and in the case of clause (iii), for any such breach, violation, default, loss, right or other occurrence that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company Seller of this Agreement and the Ancillary Transaction Agreements to which it is a party, and the consummation by the Company Seller of the Transactions, do not and will not (i) conflict with or violate the Organizational Documents of the CompanySeller or any Transferred Subsidiary, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiii) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company Business, the Acquired Assets, the Conveyed Equity Interests or any Transferred Subsidiary or any of its their respective Subsidiaries or by which any of their respective properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien upon any of the Acquired Assets or Conveyed Equity Interests pursuant to, or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Transferred Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound Transferred Lease or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiii) of subsection (b5.3(b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity Authority the right to revoke, withdraw, suspend, cancel, terminate or materially modify, modify any material Permit and Approval applicable to the CompanyBusiness, its Subsidiaries the Acquired Assets or Conveyed Equity Interests or Seller or any Transferred Subsidiary or any of their respective properties or assets, except, in the case of the preceding clauses (iiiii) to and (iv), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Business Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by Omega and the Ancillary Agreements to which it is a partyOmega Parent, and the consummation by the Company Omega and Omega Parent of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents organizational documents of Omega Parent, the CompanyOmega Charter, the Omega Bylaws or the equivalent organizational documents of any of Omega’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to the Company Omega Parent, Omega or any of its Omega’s Subsidiaries or by which any of their respective properties are bound, bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company Omega Parent, Omega or any of its Omega’s Subsidiaries is a party or by which the Company Omega Parent, Omega or any of its Omega’s Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company an Omega Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a partyPlan of Merger by the Company do not, and the consummation of the Offer, the Merger (subject to the approval of the “plan of merger” (as such term is used in Chapter 23B.11 of the WBCA) contained in this Agreement by the Company of Shareholder Approval, if required by the Transactions, do not WBCA) and the other transactions contemplated hereby and thereby and compliance by the Company with the provisions hereof and thereof will not (i) violate or conflict with the Company Charter or violate Company Bylaws, or the Organizational Documents articles of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) assuming that all consentsresult in any breach of, approvals or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or require any consent, waiver or approval of any Person pursuant to, any provision of any Material Contract, other than the Convertible Notes, which will be either (y) converted into shares of the Company Common Stock at the election of the holder prior to the Closing or (z) convertible into Merger Consideration equal to the number of shares issuable upon conversion of such Convertible Note multiplied by the Merger Consideration following the Closing, or (iii) subject to the governmental filings and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described other matters referred to in such clauses have been madeSection 4.5(b), violate or conflict with or violate any Law or any rule or regulation of NASDAQ applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consentsassets may be bound, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assets, exceptexcept as, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, as individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents Company Articles or Company Bylaws or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, or (iii) subject to obtaining the consents listed on Section 3.4(a)(iii) of the Company Disclosure Letter, result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss or modification of a any benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, modification, payment, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses clause (ii) to (iv), for any such conflict21 – AGREEMENT AND PLAN OF MERGER conflict which would not reasonably be expected to prevent, delay or impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement or result in material liability to the Company, and in the case of clause (iii), for any such breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Company Charter or Company Bylaws or the equivalent Organizational Documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b‎(b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would notthat, individually or in the aggregate, has not constituted or resulted in, and would not reasonably be expected to have constitute or result in, a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactions, do not and will not (i) conflict with or violate the Organizational Documents Company Charter, the Company Bylaws or the comparable charter or organizational documents of the Companyany Material Company Subsidiary, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viivi) of subsection (bSection 3.4(b) below have been obtained and all filings and notifications described in such clauses have been mademade and any waiting periods related thereto have terminated or expired, conflict with or violate any Law U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction, decree or other requirements imposed by a Governmental Entity (collectively, “Law”), in each case that is applicable to the any Acquired Company or any of its Subsidiaries or by which any of their respective its assets or properties are is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or Contract, (iv) assuming that all consents, approvals and authorizations contemplated by clauses result in any breach or violation of any Company Plan (iincluding any award agreement thereunder) through or (viiv) result in the creation of subsection any Lien upon any of the material properties or assets of any of the Acquired Companies (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsassets of any of the Parent Companies, exceptother than the Acquired Companies, following the Effective Time), other than, in the case of clauses (ii), (iii) to and (iv)) above, for any such conflict, breach, violation, default, loss, right or other occurrence that would notitems that, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Company Material Adverse EffectEffect or materially impair the ability of the Company to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the Ancillary Warrant Acknowledgment Agreements to which it is a partyby the Company do not, and the consummation by the Company of the TransactionsMerger and the Charter Amendment will not, do not and will not (i) conflict with or violate the Company Constituent Documents or the Subsidiary Organizational Documents of the CompanyDocuments, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b) below have been obtained and all notices and filings described in such clauses have been made, conflict with or violate any Law international, European Union, national, federal state or local statute, law, ordinance, rule, regulation, order, judgment or decree (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or any of its Subsidiaries Subsidiaries, or by which any of their respective properties are bound, (iii) result in any breach or violation of, result in a counterparty having a contractual right to a change of control or similar payment or to an increase in benefits under, constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit ) under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment cancellation or acceleration of, or result in the creation of any Company Material Lien upon any of the material properties or assets of the Acquired Companies pursuant to the terms of, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consentsparty, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assets, except, except in the case of clauses (ii) to and (iv)iii) above, for any such conflict, breach, violation, default, loss, right or other occurrence that would notas, individually or in the aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, statute, rule, regulation, order, injunction, judgment, ruling, writ, award or decree (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, bound or (iii) result in any breach or violation of, or constitute a default (or an event which with or without notice or the lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Company of this Agreement and the Ancillary Agreements to which it is a partyGroup LLC, and the consummation by the Company and Group LLC of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the Group Operating Agreement or the equivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiix) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (including those of self-regulatory organizations) (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The a)The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, by JR and the consummation by the Company JR of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents JR’s articles of the Companyincorporation or JR’s bylaws, (ii) conflict with or violate the equivalent organizational documents of the JR Subsidiary, (iii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law” applicable to JR or the Company or any of its Subsidiaries JR Subsidiary or by which any of their respective properties are bound, bound or (iiiiv) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which JR or the Company or any of its Subsidiaries JR Subsidiary is a party or by which JR or the Company or any of its Subsidiaries JR Subsidiary or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii), (iii) to and (iv), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company JR Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents Company Charter or Company Bylaws or the equivalent organizational documents of any of the Company’s Significant Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or result in the loss of other instrument or obligation (each, a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsbound, except, in the case of clauses (ii) to and (iviii), for any such conflict, breach, violation, default, loss, right violation or other occurrence default that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of any Material Contracts pursuant to which consents or waivers are required in order to complete the transactions contemplated by this Agreement without termination, amendment or modification of or loss of any material right or benefit under such Material Contract (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above), except for consents or waivers the failure to obtain would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and by the Ancillary Agreements to which it is a partyCompany, and the consummation by the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Company Constituent Documents or any resolution adopted by the equity holders, directors or any governing body of any of the CompanyAcquired Companies, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viiv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, bound or (iii) except as set forth in Section 4.4 of the Company Disclosure Letter, result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, governmental authorization or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or beneficiary or by which the Company or any of its Subsidiaries or any of their respective properties are bound or (iv) assuming and that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or materially modify, any material Permit and Approval applicable to the Company, its Subsidiaries or any of their respective properties or assetsis also a Material Contract, except, in the case of clauses (ii) to and (iv)iii) of this paragraph, for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.