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

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub II, and the consummation by each of Parent, Merger Sub I and Merger Sub II of the Transactions, do not and will not (i) conflict with or violate the Parent Charter, the Parent Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict with or violate any Law, in each case that is applicable to any Parent Company or by which any of its assets or properties 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 a right of payment or loss of a benefit under, or give rise to any right of termination, cancellation, or acceleration of, any Contract that is material to the business of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of the material properties or assets of any of the Parent Companies, other than, in the case of clauses (ii), (iii), (iv) and (v) above, any such items that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of ParentOmron, Merger Sub I Parent and Merger Sub IIdoes not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent, Merger Sub I Parent and Merger Sub II of with the Transactions, do not and provisions hereof will not (i) conflict with or violate the certificate of incorporation or bylaws of Omron, Parent Charter, the Parent Bylawsor Merger Sub (or equivalent organizational documents), (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any Law, in each case that is Law applicable to any Omron, Parent Company or Merger Sub or by which any of its assets their respective properties are bound or properties 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 a right of payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that to which Omron, Parent or Merger Sub is material to the business of the a party or by which Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), Merger Sub or (v) result in the creation of any Lien upon any of the material their respective properties or assets of any of the Parent Companiesare bound, other thanexcept, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub IISub, and the consummation by each of Parent, Merger Sub I Parent and Merger Sub II of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws of Parent Charter, the Parent Bylawsor Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viii) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate in any Lawmaterial respect any Law or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to any Parent Company or Merger Sub or by which any of its assets their respective properties are bound or properties 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 a right of payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any material Contract that to which Parent or Merger Sub is material to the business a party or by which Parent or Merger Sub or any of the Parent Companies, (iv) result in any breach their respective assets or violation of any Parent Stock Plans (including any award agreement thereunder)properties are bound, or (viv) result in the creation of any material Lien upon any of the material properties or assets of any of Parent or Merger Sub (including the Parent Companies, other thanAcquired Companies following the Effective Time) except, in the case of clauses (ii), clause (iii)) of this paragraph, (iv) and (v) above, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate, have has not had, and would could not reasonably be expected to have, have a Parent Material Adverse EffectEffect on Parent or Merger Sub.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub IIPartnership, and the consummation by each of Parent, Merger Sub I and Merger Sub II Partnership of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Parent Chartercertificate of formation or limited liability company agreement or equivalent organizational documents of Parent, the Parent BylawsMerger Sub or Merger Partnership, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vxi) of Section 4.4(b4.3(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any Law, in each case that is Law applicable to any Parent Company Parent, Merger Sub or Merger Partnership or by which any of its assets their respective properties are bound or properties 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 a right of payment or the loss of a benefit under, or terminate or give rise to any right of termination, vesting, cancellation, amendment, notification, purchase or sale (including any purchase option, option to sell, right of first refusal, right of first offer, right of first negotiation or similar option or right) under, or acceleration of, any Contract that to which Parent or Merger Partnership is material to the business of the Parent Companiesa party or by which Parent, (iv) result in any breach Merger Sub or violation of any Parent Stock Plans (including any award agreement thereunder), Merger Partnership or (v) result in the creation of any Lien upon any of the material their respective properties or assets of any of the Parent Companiesare bound, other thanexcept, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub IISub, and the consummation by each of Parent, Merger Sub I Parent and Merger Sub II of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the certificate of incorporation or articles of incorporation, as applicable, or bylaws of Parent Charter, the Parent Bylawsor Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viii) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any LawLaw or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to any Parent Company or Merger Sub or by which any of its assets their respective properties are bound or properties 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 a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that to which Parent or Merger Sub is material to the business a party or by which Parent or Merger Sub or any of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder)their respective properties are bound, or (viv) result in the creation of any Lien upon any of the material properties or assets of any of Parent or Merger Sub (including the Parent Companies, other thanAcquired Companies following the Effective Time) except, in the case of clauses (ii), (iii), ) and (iv) and (v) aboveof this paragraph, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate, have has not had, and would could not reasonably be expected to have, a Parent Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated by this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub IIGuarantor, and the consummation by each of Parent, Merger Sub I Parent and Merger Sub II of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Parent Chartercertificate of incorporation or bylaws (or equivalent organizational documents) of Parent, the Parent BylawsMerger Sub or Guarantor, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viv) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any Law, in each case that is Law applicable to any Parent Company Parent, Merger Sub or Guarantor or by which any of its assets their respective properties are bound or properties 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 a right of payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that to which Parent, Merger Sub or Guarantor is material to the business of the Parent Companiesa party or by which Parent, (iv) result in any breach Merger Sub or violation of any Parent Stock Plans (including any award agreement thereunder), Guarantor or (v) result in the creation of any Lien upon any of the material their respective properties or assets of any of the Parent Companiesare bound, other thanexcept, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by each of Parent, Merger Sub I Parent and Merger Sub IISub, and the consummation by each of Parent, Merger Sub I Parent and Merger Sub II of the Transactionstransactions contemplated hereby and thereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws (or comparable charter documents) of Parent Charter, the Parent Bylawsor Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any LawLaw or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to any Parent Company or Merger Sub or by which any of its assets their respective properties are bound or properties 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 a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that to which Parent or Merger Sub is material to the business a party or by which Parent or Merger Sub or any of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder)their respective properties are bound, or (viv) result in the creation of any Lien upon any of the material properties or assets of any of Parent or Merger Sub (including the Parent Companies, other thanAcquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii), ) and (iv) and (v) aboveof this paragraph, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate, have aggregate does not hadhave, and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub IISub, and the consummation by each of Parent, Merger Sub I Parent and Merger Sub II of the TransactionsMerger and the other transactions contemplated hereby, do not and will not (i) conflict with or violate the articles of incorporation or bylaws (or comparable organizational documents) of Parent Charter, the Parent Bylawsor Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any Law, in each case that is Law applicable to any Parent Company or Merger Sub or by which any of its assets or their respective properties is subject or 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 a right of payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that to which Parent or Merger Sub is material to the business of the a party or by which Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), Merger Sub or (v) result in the creation of any Lien upon any of the material their respective properties or assets of any of the Parent Companiesare bound, other thanexcept, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items thatconflict, individually breach, violation, default, loss, right or in the aggregate, have not had, and other occurrence that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub II, and the consummation by each of Parent, Merger Sub I and Merger Sub II of the Share Issuance and the Transactions, do not and will not (i) conflict with or violate the Parent Charter, the Parent Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict with or violate any Law, in each case that is applicable to any Parent Company or by which any of its assets or properties 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 a right of payment or loss of a benefit under, or give rise to any right of termination, cancellation, or acceleration of, any Contract that is material to the business of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of the material properties or assets of any of the Parent Companies, other than, in the case of clauses (ii), (iii), (iv) and (v) above, any such items that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub IIthe Company, and the consummation by each of Parent, Merger Sub I and Merger Sub II the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Parent Charter, Company Charter or Company Operating Agreement or any of the Parent Subsidiaries’ Charters or Subsidiaries’ Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any Law, in each case that is Law applicable to the Company, SLJV or any Parent Company of their respective Subsidiaries or by which any of its assets their respective properties are bound or properties 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 a right of payment or 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 Contract that is material note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the business of the Parent CompaniesCompany, (iv) result in any breach SLJV or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of their respective Subsidiaries is a party or by which the material properties Company, SLJV or assets of any of the Parent Companies, other than, in the case their respective Subsidiaries or any of clauses (ii), (iii), (iv) and (v) above, any such items that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Parent Material Adverse Effecttheir respective properties are bound.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub IISubs, and the consummation by each of Parent, Merger Sub I Parent and Merger Sub II Subs of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws or equivalent governing documents of Parent Charter, the Parent Bylawsor either Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any Law, in each case that is Law applicable to any Parent Company or either Merger Sub or by which any of its assets their respective properties are bound or properties 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 a right of payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that to which Parent or either Merger Sub is material to the business of the a party or by which Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), either Merger Sub or (v) result in the creation of any Lien upon any of the material their respective properties or assets of any of the Parent Companiesare bound, other thanexcept, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of ParentGuarantor, Merger Sub I Parent and Merger Sub IISub, and the consummation by each of ParentGuarantor, Merger Sub I Parent and Merger Sub II of the TransactionsMerger and the other transactions contemplated hereby, do not and will not (i) conflict with or violate the articles of incorporation or bylaws (or comparable organizational documents) of Guarantor, Parent Charter, the Parent Bylawsor Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any Law, in each case that is Law applicable to any Guarantor, Parent Company or Merger Sub or by which any of its assets or their respective properties is subject or 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 a right of payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that to which Guarantor, Parent or Merger Sub is material to the business of the a party or by which Guarantor, Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), Merger Sub or (v) result in the creation of any Lien upon any of the material their respective properties or assets of any of the Parent Companiesare bound, other thanexcept, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items thatconflict, individually breach, violation, default, loss, right or in the aggregate, have not had, and other occurrence that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the CVR Agreement by each of Parent, Merger Sub I Parent and Merger Sub II, and the consummation by each of Parent, Merger Sub I Parent and Merger Sub II of the Transactionstransactions contemplated hereby and thereby, do not and will not (i) conflict with or violate the Parent Charter, Charter or Parent Bylaws or the Parent Bylaws, equivalent Organizational Documents of any of Parent’s Subsidiaries or Merger Sub (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(bsubsection ‎(b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any Law, in each case that is Law applicable to Parent, any Parent Company of its Subsidiaries or Merger Sub, or by which any of its assets their respective properties are bound or properties 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 a right of payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that is material to the business of the Parent Companieswhich Parent, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of the material properties its Subsidiaries or assets of Merger Sub is a party or by which Parent, any of the Parent Companiesits Subsidiaries, other thanMerger Sub or any of their respective properties are bound, except, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items conflict, breach, violation, default, loss, right or other occurrence that that, individually or in the aggregate, have has not hadconstituted or resulted in, and would not reasonably be expected to haveconstitute or result in, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub IIthe Beta Parties, and the consummation by each of Parent, Merger Sub I and Merger Sub II the Beta Parties of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Parent Charter, Beta Charter or the Parent BylawsBeta Bylaws or the equivalent organizational documents of any of Beta’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any Law, in each case that is Law applicable to Beta or any Parent Company of its Subsidiaries or by which any of its assets their respective properties are bound or properties 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 a right of payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that is material to the business of the Parent Companies, (iv) result in any breach which Beta or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of the material properties its Subsidiaries is a party or assets of by which Beta or any of the Parent Companiesits Subsidiaries or any of their respective properties are bound, other thanexcept, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Beta Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub IIthe Company, and the consummation by each of Parent, Merger Sub I and Merger Sub II the Company of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Parent Charter, Company Charter or Company Bylaws or the Parent Bylawsequivalent organizational documents of any of the Company’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(bsubsection (b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any federal, state, local or foreign law, constitution, treaty, convention, ordinance, code, rule, regulation, order, judgment, decree, injunction, ruling or similar requirement enacted, adopted, promulgated or applied by a Governmental Entity (collectively, “Law, in each case that is ”) applicable to the Company or any Parent Company of its Subsidiaries or by which any of its their respective properties or assets are bound or properties 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 a right of payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that is material note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the business of the Parent Companies, (iv) result in any breach Company or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of its Subsidiaries is a party or by which the material Company or any of its Subsidiaries or any of their respective properties or assets of any of the Parent Companiesare bound, other thanexcept, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Company Material Adverse EffectEffect (without giving effect to the exclusion from the definition of Company Material Adverse Effect contained in clause (8) of such definition insofar as such exclusion relates directly to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby) or except as set forth on Section 3.4(a)(iii) of the Company Disclosure Letter.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I and Merger Sub IIthe Company, and the consummation by each of Parent, Merger Sub I and Merger Sub II the Company of the Transactionstransactions contemplated by this Agreement, do not and will not (i) conflict with or violate the Parent Charter, Company Charter or Company Bye-laws or the Parent Bylawsequivalent organizational documents of any of its Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(bsubsection ‎(b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any law, rule, regulation, order, judgment or decree (collectively, “Law, in each case that is ”) applicable to the Company or any Parent Company of its Subsidiaries or by which any of its assets their respective properties are bound or properties 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 a right of payment or the loss of a benefit under, or give rise to any right of termination, suspension, cancellation, non-renewal, amendment or acceleration of, any Contract that is material to the business of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien upon any Permit or any of the material respective properties or assets of the Company or any of its Subsidiaries under any of the Parent Companiesterms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other thaninstrument 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, except, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that has not had and would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub I Parent and Merger Sub IISub, and the consummation by each of Parent, Merger Sub I Parent and Merger Sub II of the Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the memorandum of association or certificate of incorporation (as applicable) or bye-laws of Parent Charter, the Parent Bylawsor Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(bsubsection ‎(b) below have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expiredmade, conflict with or violate any Law, in each case that is Law applicable to any Parent Company or Merger Sub or by which any of its assets their respective properties are bound or properties 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 a right of payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that to which Parent or Merger Sub is material to the business of the a party or by which Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), Merger Sub or (v) result in the creation of any Lien upon any of the material their respective properties or assets of any of the Parent Companiesare bound, other thanexcept, in the case of clauses (ii), ) and (iii), (iv) and (v) above, for any such items thatconflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Parent Material Adverse Effect.