Common use of No Violation; Necessary Approvals Clause in Contracts

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the Company, nor the consummation or performance by the Company of any of transactions contemplated hereby and thereby, will: (i) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (A) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”), (B) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority or arbitrator (collectively, “Order”), (C) contract or agreement, (D) permit, license, certificate, waiver, notice or similar authorization (collectively, “Permit”) to which the Company is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iii) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is bound; or (iv) require any Permit under any Law or Order other than (A) required filings, if any, with the Securities and Exchange Commission and (B) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the Company, nor the consummation or performance by the Company of any of the transactions contemplated hereby and therebyhereby, will: (i) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under under, termination, cancellation, suspension or modification of, or acceleration of performance of any obligation required under any (A) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”), (B) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority or arbitrator (collectively, “Order”), (C) contract or agreement, (D) permit, license, certificate, waiver, filing, notice or similar authorization (collectively, “Permit”) to which the Company is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect on at the Closing DateClosing, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iii) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is boundbound (other than receipt of the Restated Certificate Approval); or (iv) require any Permit under any Law or Order other than (A) required filings, if any, with the Securities and Exchange Commission and (B) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preemptive or preferential purchase or similar rights with respect to any of the SecuritiesShares.

No Violation; Necessary Approvals. Neither the The execution and the delivery by BFE Corp. of this Letter Agreement or and the Private Placement Warrants by other Transaction Documents to which BFE Corp. is a party, the Company, nor the consummation or performance by BFE Corp. of BFE Corp.’s obligations hereunder and thereunder, and consummation of the Company of any of transactions contemplated hereby and thereby, will: Transactions by BFE Corp. will not (i) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (A) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, a “LawGovernmental Body”), (B) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, an “Order”), (C) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice or and similar authorization (collectively, “Permit”) to which which, in the Company case of (A), (B) or (C), BFE Corp. is a party or by which it is bound or any of its assets are subject, or (ED) any provision of the Company’s organizational documents of BFE Corp. as in effect as of the date of this Letter Agreement; except, in the case of clauses (A), (B) and (C), where any failures, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Change or a material adverse effect on its ability to complete the Closing DateTransactions, (ii) result in the imposition of any material lien, claim or encumbrance (an “Encumbrance”) upon any assets (including the securities of BFE Corp.) owned by the CompanyBFE Corp.; (iii) require any consent, approval, notification, waiver, or other similar action consent under any contract or agreement Contract or organizational document to which the Company BFE Corp. is a party or by which it is boundbound or any of its assets are subject; or (iv) require any Permit under any Law or Order other than (A) required filings, if any, with the Securities and Exchange Commission and (B) notifications or other filings with state or federal regulatory agencies after the Closing date of this Letter Agreement that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunderTransactions; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any securities of BFE Corp., other than piggyback registration rights under the SecuritiesExisting Registration Rights Agreement.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the Company, nor the consummation or performance by the Company of any of the transactions contemplated hereby and therebyhereby, will: (i) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under under, termination, cancellation, suspension or modification of, or acceleration of performance of any obligation required under any (A) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”), (B) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority or arbitrator (collectively, “Order”), (C) contract or agreement, (D) permit, license, certificate, waiver, filing, notice or similar authorization (collectively, “Permit”) to which the Company is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect on the Closing Datedate hereof, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iii) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is boundbound (other than the consent of the Investor Parties under the Voting Agreement, dated as of November 23, 2015, by and among the Company and the Investor Parties named therein); or (iv) require any Permit under any Law or Order other than (A) required filings, if any, with the Securities and Exchange Commission and (B) notifications or other filings with state or federal regulatory agencies after the Closing date hereof that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preemptive or preferential purchase or similar rights with respect to any of the SecuritiesShares.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the CompanyBuyer, nor the consummation or performance by the Company Buyer of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, a “LawGovernmental Body”), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, an “Order”), or (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice or and similar authorization (collectively, “Permit”) to which which, in the Company case of (i), (ii) or (iii), Buyer is a party or by which it Buyer is bound or any of its his assets are subject, or (E) any provision of the Company’s organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iiib) require any consent, approval, notification, waiver, or other similar action Consent under any contract or agreement or organizational document Contract to which the Company Buyer is a party or by which it he is boundbound or any of his assets are subject; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission (“SEC”) and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither Each Buyer hereby represents and warrants as to itself that neither the execution and delivery of this Agreement or the Private Placement Warrants by the Companyit, nor the consummation or performance by the Company it of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, a “LawGovernmental Body”), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, an “Order”), (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice or and similar authorization (collectively, “Permit”) to which which, in the Company case of (i), (ii) or (iii), it is a party or by which it is bound or any of its assets are subject, or (Eiv) any provision of the Company’s its organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iiib) require any consent, approval, notification, waiver, or other similar action Consent under any contract or agreement Contract or organizational document to which the Company it is a party or by which it is boundbound or any of its assets are subject; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission (“SEC”) and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the CompanyBuyers, nor the consummation or performance by the Company Buyers of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, a “LawGovernmental Body”), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, an “Order”), (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice or and similar authorization (collectively, “Permit”) to which, in the case of (i), (ii) or (iii), any Buyer is a party or by which any Buyer is bound or any of its assets are subject, or (iv) any provision of the Company organizational documents of any Buyer as in effect on the Closing Date; (b) require any Consent under any Contract or organizational document to which any Buyer is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iii) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is bound; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission (“SEC”) and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the Company, nor the consummation or performance by the Company of any of the transactions contemplated hereby and therebyhereby, will: (iA) with or without notice or lapse of timetime or both, constitute, create or result in a breach or violation of, default under, loss of benefit or right under under, termination, cancellation, suspension or modification of, or acceleration of performance of any obligation required under any (AI) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectivelyeach a, “LawGovernmental Authority”), (BII) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Authority or arbitrator (collectively, “Order”), (CIII) contract or agreement, (DIV) permit, license, certificate, waiver, filing, notice or similar authorization (collectively, “Permit”) to which the Company is a party or by which it is bound or any of its assets are subject, or (EV) any provision of the Company’s organizational documents as in effect on at the Closing DateMerger Closing, (iiB) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iiiC) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is bound; or (ivD) require any Permit under any Law or Order other than (A) required filings, if any, with the Securities and Exchange Commission and (B) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunderCommission; or (vE) trigger any rights of first refusal, preemptive or preferential purchase or similar rights with respect to any of the SecuritiesPurchased Shares.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the CompanyBuyer, nor the consummation or performance by the Company Buyer of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, a “LawGovernmental Body”), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, an “Order”), or (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice or and similar authorization (collectively, “Permit”) to which which, in the Company case of (i), (ii) or (iii), the Buyer is a party or by which it the Buyer is bound or any of its his assets are subject, or (E) any provision of the Company’s organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iiib) require any consent, approval, notification, waiver, or other similar action Consent under any contract or agreement Contract or organizational document to which the Company Buyer is a party or by which it he is boundbound or any of his assets are subject; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission (“SEC”) and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither Each Buyer hereby represents and warrants as to itself that, neither the execution and delivery of this Agreement or the Private Placement Warrants by the Companyit, nor the consummation or performance by the Company it of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority ("Law") enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”a "Governmental Body"), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, “an "Order”"), (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder ("Contract") or permit, license, certificate, waiver, notice or and similar authorization (collectively, “"Permit”") to which which, in the Company case of (i), (ii) or (iii), it is a party or by which it is bound or any of its assets are subject, or (Eiv) any provision of the Company’s its organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iiib) require any consent, approval, notification, waiver, or other similar action Consent under any contract or agreement Contract or organizational document to which the Company it is a party or by which it is boundbound or any of its assets are subject; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission ("SEC") and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither the Flat Ridge hereby represents to each Flat Ridge Seller and Xxxxxx hereby represents to each Xxxxxx Seller, as to itself, that neither its execution and delivery of this Agreement or the Private Placement Warrants by the CompanyAgreement, nor the its consummation or performance by the Company of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority ("Law") enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”a "Governmental Body"), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, “an "Order”"), (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder ("Contract") or permit, license, certificate, waiver, notice or and similar authorization (collectively, “"Permit”") to which which, in the Company case of (i), (ii) or (iii), it is a party or by which it is bound or any of its assets are subject, or (Eiv) any provision of the Company’s organizational documents of any Buyer, if applicable, as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iiib) require any consent, approval, notification, waiver, or other similar action Consent under any contract or agreement Contract or organizational document document, if applicable, to which the Company it is a party or by which it is boundbound or any of its assets are subject; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission ("SEC") and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither Each Buyer hereby represents to the Seller, as to itself, that neither its execution and delivery of this Agreement or the Private Placement Warrants by the CompanyAgreement, nor the its consummation or performance by the Company of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority ("Law") enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”a "Governmental Body"), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, “an "Order”"), (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder ("Contract") or permit, license, certificate, waiver, notice or and similar authorization (collectively, “"Permit”") to which which, in the Company case of (i), (ii) or (iii), it is a party or by which it is bound or any of its assets are subject, or (Eiv) any provision of the Company’s organizational documents of any Buyer as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iiib) require any consent, approval, notification, waiver, or other similar action Consent under any contract or agreement Contract or organizational document to which the Company it is a party or by which it is boundbound or any of its assets are subject; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission ("SEC") and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the CompanyBuyers, nor the consummation or performance by the Company Buyers of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, a “LawGovernmental Body”), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, an “Order”), (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice or and similar authorization (collectively, “Permit”) to which, in the case of (i), (ii) or (iii), any Buyer is a party or by which the Company any Buyer is bound or any of its assets are subject; (b) require any Consent under any Contract or organizational document to which any Buyer is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iii) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is bound; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission (“SEC”) and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the CompanyBuyer, nor the consummation or performance by the Company Buyer of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, a “LawGovernmental Body”), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, an “Order”), (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice or and similar authorization (collectively, “Permit”) to which, in the case of (i), (ii) or (iii), Buyer is a party or by which Buyer is bound or any of its assets are subject, or (iv) any provision of the Company organizational documents of a Buyer as in effect on the Closing Date; (b) require any Consent under any Contract or organizational document to which Buyer is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iii) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is bound; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission (“SEC”) and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither the The Buyer hereby represents to each Seller that neither its execution and delivery of this Agreement or the Private Placement Warrants by the CompanyAgreement, nor the its consummation or performance by the Company of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority ("Law") enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”a "Governmental Body"), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, “an "Order”"), or (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder ("Contract") or permit, license, certificate, waiver, notice or and similar authorization (collectively, “"Permit”") to which which, in the Company case of (i), (ii) or (iii), it is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iiib) require any consent, approval, notification, waiver, or other similar action Consent under any contract or agreement or organizational document Contract to which the Company it is a party or by which it is boundbound or any of its assets are subject; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission ("SEC") and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither The Buyer hereby represents to the Seller that neither its execution and delivery of this Agreement or the Private Placement Warrants by the CompanyAgreement, nor the its consummation or performance by the Company of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority ("Law") enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”a "Governmental Body"), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, “an "Order”"), or (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder ("Contract") or permit, license, certificate, waiver, notice or and similar authorization (collectively, “"Permit”") to which which, in the Company case of (i), (ii) or (iii), it is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iiib) require any consent, approval, notification, waiver, or other similar action Consent under any contract or agreement or organizational document Contract to which the Company it is a party or by which it is boundbound or any of its assets are subject; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission ("SEC") and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither the The Buyer hereby represents to each Seller that neither its execution and delivery of this Agreement or the Private Placement Warrants by the CompanyAgreement, nor the its consummation or performance by the Company of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority ("Law") enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”a "Governmental Body"), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, “an "Order”"), (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder ("Contract") or permit, license, certificate, waiver, notice or and similar authorization (collectively, “"Permit”") to which which, in the Company case of (i), (ii) or (iii), it is a party or by which it is bound or any of its assets are subject, or (Eiv) any provision of the Company’s organizational documents of any Buyer as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iiib) require any consent, approval, notification, waiver, or other similar action Consent under any contract or agreement Contract or organizational document to which the Company it is a party or by which it is boundbound or any of its assets are subject; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission ("SEC") and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the Company, nor the consummation or performance by the Company of any of transactions contemplated hereby and therebyhereby, will: (i) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (A) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”), (B) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority or arbitrator (collectively, “Order”), (C) contract or agreement, (D) permit, license, certificate, waiver, notice or similar authorization (collectively, “Permit”) to which the Company is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iii) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is bound; or (iv) require any Permit under any Law or Order other than (A) required filings, if any, with the Securities and Exchange Commission and (B) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the SecuritiesShares.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants any Transaction Document by the Company, nor the consummation or performance by the Company of any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Conversion Securities in accordance with the terms of the Note or the Company’s Second Amended and therebyRestated Certificate of Incorporation, as applicable) will: (i) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under under, termination, cancellation, suspension or modification of, or acceleration of performance of any obligation required under any (A) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”), (B) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority or arbitrator (collectively, “Order”), (C) contract or agreement, (D) permit, license, certificate, waiver, filing, notice or similar authorization (collectively, “Permit”) to which the Company is a party or by which it is bound or any of its assets are subject, subject or (E) any provision of the Company’s organizational documents as in effect on at the Closing DateClosing, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iii) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is bound; or , (iv) require any Permit under any Law or Order other than (A) required filings, if any, with the United States Securities and Exchange Commission (“SEC”) and (B) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; hereunder or (v) trigger any rights of first refusal, preemptive or preferential purchase or similar rights with respect to any of the Note or the Conversion Securities.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the CompanyBuyers, nor the consummation or performance by the Company Buyers of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority (“Law”) enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, a “LawGovernmental Body”), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, an “Order”), or (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder (“Contract”) or permit, license, certificate, waiver, notice or and similar authorization (collectively, “Permit”) to which, in the case of (i), (ii) or (iii), any Buyer is a party or by which the Company any Buyer is bound or any of his assets are subject; (b) require any Consent under any Contract or organizational document to which any Buyer is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iii) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is bound; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission (“SEC”) and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither the The Buyer hereby represents to each Seller, that neither its execution and delivery of this Agreement or the Private Placement Warrants by the CompanyAgreement, nor the its consummation or performance by the Company of any of transactions contemplated hereby and therebyhereby, will: (ia) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any (Ai) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority ("Law") enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”a "Governmental Body"), (Bii) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority Governmental Body or arbitrator (collectively, “an "Order”"), (Ciii) contract or contract, agreement, arrangement, commitment, instrument, document or similar understanding (Dwhether written or oral), including a lease, sublease and rights thereunder ("Contract") or permit, license, certificate, waiver, notice or and similar authorization (collectively, “"Permit”") to which which, in the Company case of (i), (ii) or (iii), it is a party or by which it is bound or any of its assets are subject, or (Eiv) any provision of the Company’s organizational documents of any Buyer, if applicable, as in effect on the Closing Date, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iiib) require any consent, approval, notification, waiver, or other similar action Consent under any contract or agreement Contract or organizational document document, if applicable, to which the Company it is a party or by which it is boundbound or any of its assets are subject; or (ivc) require any Permit under any Law or Order other than (Ai) required filings, if any, with the Securities and Exchange Commission ("SEC") and (Bii) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preferential purchase or similar rights with respect to any of the Securities.

No Violation; Necessary Approvals. Neither the execution and delivery of this Agreement or the Private Placement Warrants by the Company, nor the consummation or performance by the Company of any of the transactions contemplated hereby and therebyhereby, will: (i) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under under, termination, cancellation, suspension or modification of, or acceleration of performance of any obligation required under any (A) law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated or applied by any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or authority (collectively, “Law”), (B) order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any governmental authority or arbitrator (collectively, “Order”), (C) contract or agreement, (D) permit, license, certificate, waiver, filing, notice or similar authorization (collectively, “Permit”) to which the Company is a party or by which it is bound or any of its assets are subject, or (E) any provision of the Company’s organizational documents as in effect on at the Closing DateClosing, (ii) result in the imposition of any lien, claim or encumbrance upon any assets owned by the Company; (iii) require any consent, approval, notification, waiver, or other similar action under any contract or agreement or organizational document to which the Company is a party or by which it is bound; or (iv) require any Permit under any Law or Order other than (A) required filings, if any, with the Securities and Exchange Commission and (B) notifications or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions contemplated hereunder; or (v) trigger any rights of first refusal, preemptive or preferential purchase or similar rights with respect to any of the SecuritiesShares.