Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Mergers, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (v) of Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Mergers, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof, except as listed in Section 3.03(b) of the Company Disclosure Letter; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement, the Indenture, the Securities, the DTC Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the Preliminary Prospectus and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Preliminary Prospectus and the Prospectus under the caption “Use of Proceeds”), and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not: , whether with or without the giving of notice or passage of time or both, (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate constitute a breach of, or default or Repayment Event (as defined herein) under, the Company Charter Documents Agreements and Instruments or any Subsidiary Charter Documents result in the creation or imposition of any Subsidiary lien, charge or encumbrance upon any property or assets of any Triangle Entity pursuant to the terms of the CompanyAgreements and Instruments (except to the extent that such breaches, defaults or creations or impositions would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect), (ii) subject result in any violation of the provisions of the Organizational Documents of any Triangle Entity, in each case as amended from time to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedtime, or (iii) result in any breach violation of any statute, law, rule, regulation, filing, judgment, order, injunction, writ or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s decree applicable to any Triangle Entity or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underassets, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses operations (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material except to the Company and its Subsidiariesextent that such violations would not, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in be reasonably likely to have a loss Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of benefits to the Company any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of its Subsidiaries that would be material to the Company and its Subsidiariesall or a portion of such indebtedness by a Triangle Entity, taken as a wholeapplicable.

Non-Contravention. The execution Subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters and assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.1(a), none of the execution, delivery of this Agreement by the Company does not, and performance of this Agreement by or any Ancillary Agreement nor the Company consummation of the Transactions will not: (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of any provision of the Governing Documents of the SPAC or constitute Merger Sub; (b) other than (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings under the HSR Act and (iii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, and (B) such reports under Section 13(a) or Section 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Agreements or the Transactions, require any filing with, or the obtaining of any consent or approval of, any Governmental Entity; (c) result in a violation of or a default (or an event that with notice give rise to any right of termination, cancellation or lapse of time or both would become a defaultacceleration) under, any of the terms, conditions or materially impair the Company’s provisions of any note, mortgage, other evidence of Indebtedness, guarantee, license agreement, lease or other Contract to which any SPAC Party is a party or by which any SPAC Party or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or assets may be bound; (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company any SPAC Party; or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (iie) and (iii), respectively, except for any such conflicts, violations, breaches, defaults or other occurrences violations which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with prevent or delay the consummation of the transactions contemplated hereby, whichviolate any Law, if individually Order or in Lien applicable to any SPAC Party, excluding from the aggregate foregoing clauses (b), (c), (d) such requirements, violations or defaults which would not obtained, would result in a loss of benefits reasonably be expected to the Company or any of its Subsidiaries that would be material to the Company and its SubsidiariesSPAC Parties, taken as a whole, or materially affect any SPAC Parties’ ability to perform its obligations under this Agreement and the Ancillary Agreements or to consummate the transactions hereby or thereby.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by Parent, Merger Sub, and Second Merger Sub and the Company will consummation by Parent, Merger Sub, and Second Merger Sub of the transactions contemplated by this Agreement, do not and shall not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanyParent, Merger Sub, or Second Merger Sub; (ii) subject to obtaining assuming that all of the adoption Consents contemplated by clauses (i) through (iv) of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)4.02(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to the Company Parent, Merger Sub, or any of its Subsidiaries or by which the Company or any of its Subsidiaries Second Merger Sub or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in Parent’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Parent or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits material adverse effect on Parent’s, Merger Sub’s, and Second Merger Sub’s ability to consummate the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholetransactions contemplated by this Agreement.

Non-Contravention. The execution and delivery of this Agreement by Neither the Company does not, and performance nor any of this Agreement by the Company will not: its subsidiaries is (i) assuming the Required Company Stockholders adopt this Agreementin violation of its charter, conflict with bylaws, partnership agreement or violate the Company Charter Documents limited liability company agreement, as applicable, or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining in default in the adoption performance or observance of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is a party or by which it or any of their respective properties is bound or affectedthem may be bound, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on which any of the properties property or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses subsidiaries is subject except in the case of clause (ii) and (iii), respectively, for any such conflictsviolation or default which, violationsindividually or in the aggregate, breaches, defaults or other occurrences which would not be material to have a Material Adverse Effect; and the execution, delivery and performance by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) each of the Company Disclosure Letter lists all consentsSubsidiary Guarantors of this Agreement, waivers the Indenture, the Notes and approvals under any of the Company Scheduled Contracts required to be obtained in connection with Subsidiary Guarantees and the consummation of the transactions contemplated herebyherein and therein and compliance by the Company and the Subsidiary Guarantors with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate, whichlimited liability company or partnership action, if individually as applicable, and will not conflict with or constitute a breach of, or default under, or result in the aggregate not obtainedcreation or imposition of (other than as expressly contemplated thereby) any lien, would result charge or encumbrance (in a loss each case, other than Liens permitted under the Indenture) upon any property or assets of benefits to the Company or any of its Subsidiaries subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for such conflicts, breaches or defaults which, individually or in the aggregate, would not have a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the charter, bylaws, partnership agreement or limited liability company agreement, as applicable, of the Company or any of its subsidiaries or (ii) any applicable law, administrative regulation or administrative or court decree, except in the case of clause (ii) for any violation that would be material to the Company and its Subsidiaries, taken as not have a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by Giga, and the Company consummation by Giga of the transactions contemplated by this Agreement, including the Share Exchange, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Giga Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement Giga or any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (ii) of Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Share Exchange, obtaining the Requisite Giga Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Giga, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in Giga’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Giga or any of its Subsidiaries is a party or otherwise bound as of the Effective Date; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Giga or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeGiga Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the Company consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Parent or Merger Sub; (ii) subject to obtaining assuming that all of the adoption Consents contemplated by clauses (i) through (v) of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)4.2(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to the Company Parent or any of its Subsidiaries or by which the Company or any of its Subsidiaries Merger Sub or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in Parent’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien an Encumbrances (other than Permitted Encumbrances) on any of the properties or assets of the Company Parent or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Encumbrances that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by Parent, US Holdco and Merger Sub and the Company consummation by Parent, US Holdco and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate the Company result in any violation or breach of, Parent’s, US Holdco’s or Merger Sub’s Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Documents; (ii) subject to assuming that all of the consents, approvals, orders, authorizations, registrations, declarations, filings, or notices contemplated by clauses (i) through (v) of Section 5.03(c) have been obtained or made, and in the case of the consummation of the Merger, obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to the Company Parent, US Holdco or any of its Subsidiaries or by which the Company or any of its Subsidiaries Merger Sub or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in Parent’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party Third Party under, or give to others any Third Party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any consent, approval, order, authorization, registration, declaration, filing or notice under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Parent or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of the foregoing clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any consents, approvals, orders, authorizations, registrations, declarations, filings, or notices, in each case, (A) would not reasonably be material expected to have, individually or in the Company and its Subsidiariesaggregate, taken as a whole. Section 2.3(b)(ivParent Material Adverse Effect or (B) of the Company Disclosure Letter lists all consentswould reasonably be expected to prevent, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with materially impede or materially delay the consummation of the transactions contemplated hereby, which, if individually Transactions on a timely basis and in any event on or in before the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeEnd Date.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by the Company does notPurchaser and Merger Sub of the transactions contemplated hereby and thereby, and performance of this Agreement compliance by the Company Purchaser and Merger Sub with any of the provisions hereof and thereof, will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary provision of the CompanyPurchaser’s or Merger Sub’s, as applicable, Organizational Documents, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated Consents from Governmental Authorities referred to in Section 5.2 3.3 hereof, and compliance with the requirements set forth in Section 2.3(d)waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any material Legal Requirement Law, Order or Consent applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Purchaser, Merger Sub or any of their respective properties is bound or affectedassets, or (iiic) (i) violate, conflict with or result in any a breach of or of, (ii) constitute a default (or an event that which, with notice or lapse of time or both both, would become constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or materially impair modification of, (iv) accelerate the Company’s performance required by the Purchaser or any of its Subsidiaries rights or materially alter the rights or obligations of any third party Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to others any rights of terminationobligation to make payments or provide compensation under, amendment, acceleration or cancellation of, or (vii) result in the creation of a any Lien on upon any of the properties or assets of the Company Purchaser or Merger Sub under, (viii) give rise to any of its Subsidiaries pursuant toobligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any Company Scheduled Contractremedy, exceptclaim a rebate, as to clauses (ii) and (iii)chargeback, respectivelypenalty or change in delivery schedule, for accelerate the maturity or performance, cancel, terminate or modify any such conflictsright, violationsbenefit, breaches, defaults obligation or other occurrences which would not be material to the Company and its Subsidiariesterm under, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation terms, conditions or provisions of, any Purchaser Material Contract, except for any deviations from any of the transactions contemplated herebyforegoing clauses (a), which, if individually (b) or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries (c) that would not reasonably be material expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholePurchaser or Merger Sub.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the certificate of incorporation or violate bylaws of the Company Charter Documents or any Subsidiary Charter Documents the certificates of incorporation, bylaws or other constituent documents of any Subsidiary of the Company’s Subsidiaries, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)4.4 of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertermination of, or give to others any rights of termination, amendment, acceleration or cancellation ofaccelerate the performance required by, or result in the creation a right of a Lien on any of the properties termination or assets of the Company or any of its Subsidiaries pursuant toacceleration under, any Company Scheduled Material Contract, except(c) assuming the Consents referred to in Section 4.5 are obtained or made and, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to in the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) case of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyMerger, whichsubject to obtaining the Requisite Stockholder Approval if required by applicable Law, if individually violate or conflict with in the aggregate not obtained, would result in a loss of benefits any material respect any Law or Order applicable to the Company or any of its Subsidiaries that or by which any which of their properties or Assets are bound, or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the Assets, except in the case of each of clauses (b), (c) and (d) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which would be material to not have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company of the transactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder. The Company has terminated the Dell Merger Agreement in accordance with its Subsidiaries, taken as a wholeterms and has no further obligations thereunder.

Non-Contravention. The execution (a) Except as set forth on Section 4.05 of the Company Disclosure Letter or any required Client Consent in connection with the Transactions, and assuming the accuracy of the representations and warranties set forth in Section 5.07, the execution, delivery and performance by the Company and Operating Partnerships of this Agreement and the consummation by the Company does not, and performance Operating Partnerships of this Agreement by the Company Transactions do not and will not: not (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with or violate result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of any Acquired Company Charter Documents or any Subsidiary Charter Documents of Portfolio Company or any Subsidiary of the CompanyFund Documentation, (ii) assuming that the Governmental Permits referred to in Section 4.04 have been obtained, contravene, conflict with or result in a violation or breach of any Applicable Law, (iii) assuming compliance with the matters referred to in clauses (a) through (f) of Section 4.04 and, in the case of the consummation of the Public Merger, subject to obtaining the adoption of this Agreement Required Company Stockholder Approval, require any consent (other than Client Consents) by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)any Person under, conflict constitute a default, or constitute an event that, with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both both, would become constitute a default) , under, or materially impair cause or permit the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation ofother change of any right or obligation or the loss of any benefit to which an Acquired Company, any Fund or any Portfolio Company is entitled under any Contract to which any Acquired Company, any Fund or any Portfolio Company is a party or to which any of their respective properties or assets are bound or (iv) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company any Acquired Company, any Fund or any Portfolio Company, except in the case of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii), (iii) and (iii)iv) above and, respectivelyin the case of clause (i) above solely as it relates to any Portfolio Company, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right, termination, amendment, acceleration, cancellation, or other occurrences which loss that would not not, individually or in the aggregate, reasonably be material expected to the have a Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeTransactions.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the Company consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with certificate of incorporation or violate the Company Charter Documents by-laws of Parent or any Subsidiary Charter Documents of any Subsidiary of the Company, Merger Sub; (ii) subject to obtaining assuming that all of the adoption Consents contemplated by clauses (i) through (v) of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)4.02(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to the Company Parent or any of its Subsidiaries or by which the Company or any of its Subsidiaries Merger Sub or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in Parent’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Parent or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits material adverse effect on Parent’s and Merger Sub’s ability to consummate the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholetransactions contemplated by this Agreement.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the Transactions by the Company does not, do not and performance of this Agreement by the Company will not: not (ia) assuming the Required Company Stockholders adopt this Agreementauthorizations, consents and approvals referred to in Section 3.03 are obtained, contravene, conflict with with, or violate the Company Charter Documents result in any violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the certificate of incorporation or bylaws of the Company, (iib) subject assuming the authorizations, consents and approvals referred to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)3.03 are obtained, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement provision of any applicable Law or Order, (c) assuming the authorizations, consents and approvals referred to in Section 3.03 are obtained, require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under, any provision of any agreement or by which other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound governmental license, franchise, permit, certificate, approval or affectedother similar authorization affecting, or (iii) result relating in any breach way to, the assets or business of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of Company and its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien, other than any Permitted Lien and Liens contemplated by the Debt Financing, on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of clauses (iib), (c) and (iiid), respectivelywhich have not had, for any such conflicts, violations, breaches, defaults or other occurrences which and would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, (x) a Company Material Adverse Effect or (y) an effect that would result in a loss prevent, materially delay or materially impair the ability of benefits to the Company to perform its obligations under this Agreement or any of its Subsidiaries that would be material to consummate the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. (a) The execution execution, delivery and delivery performance by the Company of this Agreement by and the Company does not, consummation of the Transactions (other than the Internal Reorganization) do not and performance of this Agreement by the Company will not: not (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with with, or violate result in any violation or breach of any provision of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanyOrganizational Documents, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)3.03, cause or result in any breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit or right under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any of its Subsidiaries under, or require any consent, waiver or approval of any Person, or result in the triggering of (x) any rights that the counterparty would not otherwise have or (y) any Liabilities that the Company and its Subsidiaries or other Affiliates (including future Affiliates of the Company) would not otherwise have, pursuant to any provision of any Material Contract, (iii) result in the revocation, invalidation or termination of any Company Permit, or (iv) assuming compliance with the matters referred to in Section 3.03, violate or conflict with (A) any Law or violate any material Legal Requirement Order applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is or assets may be bound or affected(B) any rule or regulation of NASDAQ applicable to the Company other than, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation case of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or, solely with respect to Section 3.04(a)(ii), a material to adverse effect on Buyer or its Affiliates (with materiality for this purpose measured against the value of the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole).

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanyDocuments, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 Company Shareholders' Approval and compliance with the requirements set forth in Section 2.3(d3.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair the Company’s or any of its Subsidiaries 's rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the material properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, Material Contract (as to defined in Section 3.14 except in the case of clauses (ii) and (iii), respectively) above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults violation, impairment, alteration, termination, amendment, acceleration, cancellation or other occurrences which creation that, individually or in the aggregate, would not reasonably be material expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCompany. Section 2.3(b)(iv3.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Company's or any of its Subsidiaries' Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, whichexcept those the failure of which to be obtained would not, if individually or in the aggregate not obtainedaggregate, would result in reasonably be expected to have a loss of benefits to Material Adverse Effect on the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCompany.

Non-Contravention. The Subject to receipt of the Regulatory Approvals and the Company’s compliance with any conditions contained therein (including the expiration of related waiting periods), none of (i) the execution and delivery of this Agreement by or the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Registration Rights Agreement by the Company’s stockholders as , or the completion of the transactions contemplated in Section 5.2 hereby or thereby, and (ii) compliance by the Company or the Bank with any of the requirements set forth in Section 2.3(d)terms or provisions hereof or thereof, will (A) conflict with or result in a breach of any provision of the articles of incorporation or bylaws of the Company or the Bank; (B) conflict with or result in a breach of any provision of the articles of incorporation or bylaws of any Company Subsidiary (excluding the Bank); (C) violate any material Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary or any of their respective properties is bound or affected, assets; or (iiiD) violate, conflict with, result in any a breach of or any provisions of, constitute a default (or an event that which, with notice or lapse of time time, or both both, would become constitute a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter termination of, accelerate the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofperformance required by, or result in a right of termination or acceleration or the creation of a any Lien on upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toCompany Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment or other instrument or obligation to which the Company Scheduled Contractor any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be subject except, as to in the case of clauses (iiB), (C) (other than with respect to the Company), and (iiiD), respectively, for any such violations, conflicts, violations, breaches, defaults defaults, terminations, accelerations or other occurrences which creations of Liens as have not had and would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by each of ITC and Merger Sub and of the Company Separation Agreement by ITC, does not, and performance the consummation of this Agreement the Transactions by ITC and Merger Sub will not (with or without notice or lapse of time or both), subject to obtaining the Company will not: ITC Shareholder Approval and the ITC Regulatory Approvals, (i) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate any provision of the Company Charter Organizational Documents of ITC or any Subsidiary Charter Documents of any Subsidiary of the Companyits Subsidiaries, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), violate or conflict with any Laws or violate any material Legal Requirement Orders applicable to the Company ITC or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective Assets, rights or properties is bound or affected, or (iii) violate, conflict with, or result in any a breach of any provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s trigger any obligation to repurchase, redeem or any of its Subsidiaries rights or materially alter the rights or obligations of any third party otherwise retire indebtedness under, or give to others any rights result in the termination of, loss of a benefit under, or accelerate the performance required by, or result in a right of termination, amendmentcancellation, guaranteed payment or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a Lien on any Security Interest upon any of the properties material property or assets Assets of the Company ITC or any of its Subsidiaries pursuant toto any provisions of any Permit or Contract to which ITC or any of its Subsidiaries is now a party or by which they or any of their Assets, rights or properties may be bound or have any Company Scheduled Contractrights under, or trigger any buy-sell or similar agreements, except, as to in the case of clauses (ii) and (iii), respectively, ) above for any such conflictsbreach, violationsviolation, breachestermination, defaults loss, default, acceleration, change, conflict or other occurrences which Security Interest that would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholean ITC MAE.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all consents, approvals, orders, authorizations, registrations, declarations, filings, or notices contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party Third Party under, or give to others any Third Party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any consent, approval, order, authorization, registration, declaration, filing or notice under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of the foregoing clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any consents, approvals, orders, authorizations, registrations, declarations, filings, or notices, in each case, (A) would not reasonably be material expected to have, individually or in the aggregate, a Company and its SubsidiariesMaterial Adverse Effect or (B) would reasonably be expected to prevent, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with materially impede or materially delay the consummation of the transactions contemplated hereby, which, if individually Transactions on a timely basis and in any event on or in before the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeEnd Date.

Non-Contravention. The execution execution, delivery and delivery performance by such Rollover Holdco Member or Direct Rollover Member of this Agreement and the other Transaction Documents to which it is or will be a party and the consummation by such Member of the Company does not, Transactions do not and performance of this Agreement by the Company will not: not (i) assuming with respect to each Rollover Holdco Member that is not an individual, contravene, conflict with, or result in any violation or breach of any provision of such Rollover Holdco Member’s Organizational Documents, (ii) other than with respect to compliance with any applicable requirements of the Required Company Stockholders adopt this AgreementHSR Act (which such requirements have been fulfilled as of the date hereof) and any liquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, contravene, conflict with or violate the Company Charter Documents result in a violation or any Subsidiary Charter Documents breach of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underprovision of, or give any Governmental Authority or other Person the right to others exercise any rights of terminationremedy or obtain relief under, amendment, acceleration any Applicable Law or cancellation ofOrder to which such Member, or result in the creation of a Lien on any of the properties or assets owned or used by such Member (other than any Acquired Entity Contracts), is subject, (iii) contravene, conflict with, violate or result in the loss of any benefit to which such Member is entitled under, or give any Governmental Authority the Company right to revoke, suspend, cancel, terminate, or modify, any Permit or liquor license held by such Member, (iv) require any consent, waiver, notice or other action by any Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, amendment, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which such Member is entitled under, any provision of any Contract or other instrument binding upon such Member or any of its Subsidiaries pursuant toassets (in each case, other than any Company Scheduled ContractAcquired Entity Contracts (without limiting the requirement to disclose any such Contracts on Schedule 4.04 of the Disclosure Schedule)), except(v) result in the creation or imposition of any Lien on any asset of such Member or any of its Subsidiaries, as to or (vi) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (iii) and through (v) of this Section 3.04, with only such exceptions in the case of clauses (iii), respectively(iv), for any such conflicts(v) and (vi) as, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate aggregate, do not obtained, would result and are not reasonably likely to impair or delay in any material respect the ability of such Member to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a loss of benefits party or to consummate the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeTransactions.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Except as otherwise described in Schedule 3.6, the execution and delivery by the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which each is a party, the consummation by the Company does notPurchaser and Merger Sub of the transactions contemplated hereby and thereby, and performance of this Agreement compliance by the Company Purchaser and Merger Sub with any of the provisions hereof and thereof, will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary provision of the CompanyPurchaser’s and Merger Sub’s Organizational Documents, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated Consents from Governmental Authorities referred to in Section 5.2 3.5 hereof, and compliance with the requirements set forth in Section 2.3(d)waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any material Legal Requirement Law, Order or Consent applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Purchaser, Merger Sub or any of their respective properties is bound or affectedassets, or (iiic) (i) violate, conflict with or result in any a breach of or of, (ii) constitute a default (or an event that which, with notice or lapse of time or both both, would become constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or materially impair modification of, (iv) accelerate the Company’s performance required by the Purchaser or any of its Subsidiaries rights or materially alter the rights or obligations of any third party Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to others any rights of terminationobligation to make payments or provide compensation under, amendment, acceleration or cancellation of, or (vii) result in the creation of a any Lien on upon any of the properties or assets of the Company Purchaser or Merger Sub under, (viii) give rise to any of its Subsidiaries pursuant toobligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any Company Scheduled Contractremedy, exceptclaim a rebate, as to clauses (ii) and (iii)chargeback, respectivelypenalty or change in delivery schedule, for accelerate the maturity or performance, cancel, terminate or modify any such conflictsright, violationsbenefit, breaches, defaults obligation or other occurrences which would not be material to the Company and its Subsidiariesterm under, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation terms, conditions or provisions of, any Purchaser Material Contract, except for any deviations from any of the transactions contemplated herebyforegoing clauses (a), which, if individually (b) or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries (c) that would not reasonably be material expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholePurchaser.

Non-Contravention. The Neither the execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with nor the consummation of the transactions contemplated hereby, whichwill (i) violate any constitution, if statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which MWKI or Merger Sub is subject or any provision of its charter, By-laws, or other governing documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which MWKI or Merger Sub is a party or by which it is bound or to which any of its assets are subject, except in the case of each of clauses (i) and (ii), such as could not, individually or in the aggregate not obtainedaggregate, would have or reasonably be expected to result in a loss Material Adverse Effect. Neither MWKI nor Merger Sub needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of benefits any government or governmental agency in order for the Parties to consummate the Company transactions contemplated by this Agreement, other than (i) the filing of articles of merger with the Secretary of State of the State of Illinois; (ii) any filings required any filings required by state securities laws, (iii) the filing of a Notice of a Sale of Securities on Form D with the SEC under Regulation D of the Securities Act, if required (iv) the approval of MWKI’s stockholders for MWKI to amend its Articles of Incorporation to change its corporate name as provided in Section 6.4 and the filing of a proxy statement or any information statement with the SEC in connection therewith; (v) the filing of its Subsidiaries that would be material the Super 8-K with the SEC; and the Schedule 14F-1 referred to in Section 5.3(k) with the Company and its Subsidiaries, taken as a wholeSEC.

Non-Contravention. The execution and delivery of this Agreement and, following satisfaction of the Closing conditions set forth in Sections 7 and 8 hereof as applicable to the Closing, the issuance, sale and delivery of the Notes to be sold by the Company does not, and performance of under this Agreement and the performance by the Company of its obligations under the Transaction Agreements and/or the consummation of the transactions contemplated thereby, will not: not (a) conflict with, result in the breach or violation of, or constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Pre-Closing Consents, any bond, debenture, note or other evidence of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)indebtedness, conflict with or violate under any material Legal Requirement applicable lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to the Company or any of its Subsidiaries or by which the Company or any of subsidiary is a party or by which it or its Subsidiaries or any of their respective properties is may be bound or affected, (ii) the Company’s Restated Certificate of Incorporation, as amended and as in effect on the date hereof, the Company’s Bylaws, as amended and as in effect on the date hereof, or the equivalent document with respect to any subsidiary, as amended and as in effect on the date hereof, or (iii) result in any breach statute or law, judgment, decree, rule, regulation, ordinance or order of any court or constitute a default governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration panel or an event that with notice or lapse of time or both would become a default) under, or materially impair authority applicable to the Company’s or , any of its Subsidiaries rights subsidiaries or materially alter their respective properties, except in the rights case of clauses (i) and (iii) for such conflicts, breaches, violations or obligations of any third party underdefaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or give (b) except for any security interests granted pursuant to others any rights of terminationthe Notes, amendment, acceleration or cancellation of, or result in the creation or imposition of a Lien on any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any of its Subsidiaries subsidiaries or an acceleration of indebtedness pursuant toto any obligation, agreement or condition contained in any Company Scheduled Contractmaterial bond, exceptdebenture, as note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and or any if its Subsidiaries, taken as subsidiaries is a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually party or in the aggregate not obtained, would result in a loss of benefits to by which the Company or any of its Subsidiaries that would be material subsidiaries is bound or to which any of the property or assets of the Company and its Subsidiariesis subject. For purposes of this Section 4(e), taken as the term “material” shall apply to agreements, understandings, instruments, contracts or proposed transactions to which the Company is a wholeparty or by which it is bound involving obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000 in a 12-month period.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by GWW and the Company consummation by GWW of the transactions contemplated by this Agreement, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, GWW; (ii) subject to obtaining assuming that all of the adoption of this Agreement Consents contemplated by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)4.03(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to the Company GWW or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in GWW’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which GWW or any of its Subsidiaries is a party or otherwise bound as of the Effective Date; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the capital stock, properties or assets of the Company GWW or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeGWW Material Adverse Effect.

Non-Contravention. The execution Subject to the receipt of the consents, approvals, authorizations and delivery other requirements set forth in Section 3.03(b) and Section 3.03(c) of this Agreement by the Company does notDisclosure Letter and the Requisite Company Vote, the execution, delivery, and performance of this Agreement by each of the Company Parties, and the consummation by each of the Company Parties of the transactions contemplated by this Agreement, including the Mergers, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Company Parties or any of their respective Subsidiaries; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement Law applicable to the Company or Parties, any of its Subsidiaries or by which the Company or any of its Subsidiaries their respective Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in any of the Company’s Company Parties’ or any of its Subsidiaries rights or materially alter the rights or obligations their respective Subsidiaries' loss of any third party benefit or the imposition of any additional payment or other liability under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Company Material Contract; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of any of the Company Parties or any of its Subsidiaries pursuant to, any Company Scheduled Contracttheir respective Subsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery Except as set forth in Section 4.03(b) of this Agreement by the Company does notDisclosure Letter, the execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer, the Top-Up Option and the Merger, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of the Company or any Subsidiary of the Company, its Subsidiaries; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (v) of Section 2.3(d4.03(c) and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote (if required by the WBCL), conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or Company, any of its Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under, or loss of a material right under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would not have and would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution Assuming the receipt of all Parent Required Governmental Approvals and Purchaser Required Governmental Approvals, and the expiration of any related waiting periods, the execution, delivery of this Agreement by the Company does not, and performance of this Agreement each of the Transaction Documents to which Purchaser Topco and Purchaser or any of their Affiliates is a party by such Person, and the consummation by such Person of the transactions contemplated by the Company Transaction Documents, will not: not (i) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate any provision of the Company Charter Documents or any Subsidiary Charter Constituent Documents of any Subsidiary of the Companysuch Person, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), violate or conflict with any Law or violate any material Legal Requirement Permit applicable to the Company such Person, other than immaterial violations of Law or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, Permit or (iii) result in any breach of or constitute a breach or default (or an event that which, with the giving of notice or the lapse of time time, would constitute a breach or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of give any third party under(with or without the giving of notice, the passage of time or give to others otherwise) any rights of termination, amendmentacceleration, acceleration prepayment, redemption or cancellation of, or give rise to any loss of a material benefit or obligation to make a payment under, or result in the creation of a Lien any Encumbrance (other than Permitted Encumbrances) on any of the assets, properties or Equity Interests of Purchaser Topco, Purchaser or any of their Affiliates pursuant to any Contract to which any such Person is a party or by which any such Person's properties or assets may be bound,, except in case of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and clause (iii), respectively, for any such conflicts, violations, breaches, defaults terminations, accelerations, cancellations, losses or other occurrences which Encumbrances that would not be material to the Company and its Subsidiaries, taken as have a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholePurchaser Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (iv) of Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the Transactions do not and performance of this Agreement by the Company will not: not (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with or violate the Company Charter Documents result in any violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the Organizational Documents of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements matters referred to in Section 4.4 and the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 2.3(d)5.11, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to the Company provision of any Applicable Law or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedOrder, or (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or an event that right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration (including any acceleration payments) or cancellation (in each case, with or without notice or lapse of time or both would become both) under any Specified Contract or Lease Agreement to which the Company or any Company Subsidiary is a default) underparty, or materially impair the Company’s by which they or any of its Subsidiaries their respective properties, rights or materially alter the rights assets may be bound or obligations of affected or any third party underPermits affecting, or give to others relating in any rights of terminationway to, amendmentthe property, acceleration assets or cancellation of, or result in the creation of a Lien on any of the properties or assets business of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivSubsidiaries or (iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or result in the aggregate not obtainedcreation or imposition of any Lien (other than Permitted Liens) on any rights, would result in a loss property or asset of benefits to the Company or any of its Subsidiaries that the Company Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and would not reasonably be material expected to have, a Company Material Adverse Effect or would not or would not reasonably be expected to prevent, materially delay or materially impair the Company from consummating the Offer or the Merger or any of the other transactions contemplated by this Agreement when required pursuant to the Company terms and its Subsidiaries, taken as a wholeconditions of this Agreement.

Non-Contravention. The execution Except as set forth on Section 5.3 of the Company Disclosure Schedule, the execution, delivery and delivery performance of this Agreement the Transaction Documents to which it is, or will be, a party, and the consummation by the Company of the Transactions does not, not and performance of this Agreement by the Company will not: (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or result in any breach of or violate (with or without the Company Charter Documents giving of notice, or the passage of time or both) any Subsidiary Charter provision of the Organizational Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Subsidiaries; (b) conflict with or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or violate or constitute a default (or an event that with the giving of notice or lapse the passage of time or both would become give rise to a default) under, give rise to any right of termination, cancellation, modification, amendment, revocation, suspension or acceleration (with or without the giving of notice, or the passage of time or both) under, materially impair the Company’s rights of the Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant tounder, or give rise to any Company Scheduled Contractpreferential purchase right, exceptright of first refusal, as to clauses (ii) and (iii)right of first offer or similar right under, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required terms, conditions or provisions of any Contract to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to which the Company or any of its Subsidiaries that would be material to is a party or by which any property or asset of the Company and or any of its Subsidiaries is bound or affected; (c) assuming compliance with the matters referred to in Section 5.4, conflict with or violate any Law to which the Company or any of its Subsidiaries is subject or by which any of the Company’s or any of its Subsidiary’s properties or assets is bound; (d) constitute (with or without the giving of notice or the passage of time or both) an event which would result in the creation of any Lien (other than Permitted Liens) on any asset of the Company or any of its Subsidiaries; or (e) assuming compliance with the matters referred to in Section 5.4, contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or any of its Subsidiaries, taken or that otherwise relates to the business of, or any of the assets owned or used by, the Company or any of its Subsidiaries; except, in the cases of clauses (b), (c), (d), and (e) for such defaults, violations or rights of termination, cancellation, amendment, or acceleration, or Liens, as would not reasonably be expected to have, individually or in the aggregate, a wholeCompany Material Adverse Effect.

Non-Contravention. The execution After taking into account all amendments and consents obtained in connection with the Merger, the execution, delivery and performance by each ETP Group Member of this Agreement and the Transaction Documents to which it is, or will be, a party and the consummation by each ETP Group Member of the Company does not, transactions contemplated hereby and performance of this Agreement by the Company thereby do not and will not: (i) assuming result in any breach of any provision of the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Organizational Documents of any Subsidiary of the Company, ETP Group Members or SUN Parties; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or any provision of the Merger Agreement applicable to any ETP Group Member; (iii) constitute a default (or an event that with notice or lapse passage of time or both would become give rise to a default) under, or materially impair the Company’s or give rise to any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights right of termination, amendmentcancellation, amendment or acceleration (with or cancellation ofwithout the giving of notice, or the passage of time or both) under any of the terms, conditions or provisions of any Contract to which any ETP Group Member or any SUN Party is a party or by which any of their respective properties or assets are bound or affected; (iv) assuming compliance with the matters referred to in Section 3.4, violate any Law to which any ETP Group Member or any SUN Party is subject or by which any of their respective properties or assets are bound or affected or (v) constitute (with or without the giving of notice or the passage of time or both) an event which would result in the creation of a any Lien (other than Permitted Liens) on any asset of the properties or assets of the Company any ETP Group Member or any of its Subsidiaries pursuant to, any Company Scheduled ContractSUN Party, except, as to in the cases of clauses (ii) and ), (iii), respectively, (iv) and (v) for any such conflicts, violations, breaches, defaults or other occurrences which rights of termination, cancellation, amendment or acceleration or violations as would not reasonably be material expected to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required have an ETP Material Adverse Effect or to be obtained in connection with prevent or materially delay the consummation of the transactions contemplated herebyby the Transaction Documents to which any ETP Group Member is, whichor will be, if individually a party or in to materially impair such ETP Group Member’s ability to perform their respective obligations under the aggregate not obtained, would result in a loss of benefits Merger Agreement (to the Company extent they are a party thereto) or any of its Subsidiaries that would be material to the Company and its SubsidiariesTransaction Documents to which they are, taken as or will be, a wholeparty.

Non-Contravention. The execution and delivery by the Company of this Agreement or any of the Company Ancillary Agreements to which it is, or is specified to be, a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (i) assuming the Required Company Stockholders adopt this Agreementcontravene, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, (ii) result in the termination of, or materially impair accelerate the performance required by, or result in a right of termination or acceleration or a right to challenge the transactions contemplated hereby under, (iii) result in a loss of a material benefit under, (iv) give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, (a) the Charter Documents of the Company, (b) the charter, bylaws or other constituent documents of any of the Company’s Subsidiaries, (c) subject to obtaining the Approvals in respect of the Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter, any Material Contract, or (d) assuming the Approvals in respect of the Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter and the Approvals referred to in ‎Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval (assuming the accuracy of the representations and warranties in ‎Section 4.7 below), any Law or Order applicable to the Company or any of its Subsidiaries rights or materially alter the rights by which any of their properties or obligations of any third party underassets are bound, or give (v) subject to others any rights obtaining the Approvals in respect of terminationthe Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter, amendment, acceleration or cancellation of, or result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in each of the clauses (ii) and (iii), respectivelyabove, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which have not had and would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Rooster Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Governing Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (v) of Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Rooster Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Material Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date of this Agreement; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution Assuming the receipt of all Required Governmental Approvals, and the expiration of any related waiting periods, the execution, delivery of this Agreement by the Company does not, and performance of this Agreement each of the Transaction Documents to which Parent or any of its Affiliates is a party by such Person, and the consummation by such Person of the transactions contemplated by the Company Transaction Documents, will not: not (i) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate any provision of the Company Charter Documents or any Subsidiary Charter Constituent Documents of any Subsidiary of the Companysuch Person, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), violate or conflict with any Law or violate any material Legal Requirement Permit applicable to the Company such Person, other than violations of Law or any Permit that would not materially impair the ability of its Subsidiaries or by which the Company or any Target Companies, taken as a whole, to conduct the Target Business in substantially the manner it is conducted as of its Subsidiaries or any of their respective properties is bound or affectedthe date hereof, or (iii) result in any breach of or constitute a breach or default (or an event that which, with the giving of notice or the lapse of time time, would constitute a breach or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of give any third party under(with or without the giving of notice, the passage of time or give to others otherwise) any rights of termination, amendmentacceleration, acceleration prepayment, redemption or cancellation of, or give rise to any loss of a material benefit or obligation to make a payment under, or result in the creation of a Lien any Encumbrance (other than Permitted Encumbrances) on any of the assets, properties or assets Equity Interests of any of the Company or any of its Subsidiaries Target Companies pursuant to, any Contract to which any Target Company Scheduled Contractis a party or by which any Target Company's properties or assets may be bound (other than any Contract to which any Affiliate of Purchaser Topco or Purchaser is a party), exceptany Government Order to which any Target Company is a party or any Securitization Instrument, as to clauses (ii) and except in case of clause (iii), respectively, for any such conflicts, violations, breaches, defaults terminations, accelerations, cancellations, losses or other occurrences which Encumbrances that would not be material to the have a Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Shareholder Approval, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (v) of Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Merger, obtaining the Requisite Shareholder Approval, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by Red Cat, and the Company consummation by Red Cat of the transactions contemplated by this Agreement, including the Purchase and Sale, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of Red Cat or any Subsidiary of the Company, Target Companies; (ii) subject to assuming that all Governmental Consents have been obtained or made and, in the case of the consummation of the Purchase and Sale, obtaining the adoption Requisite Red Cat Vote and assuming the absence of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)a Superior Proposal, conflict with or violate any material Legal Requirement Law applicable to the Company or Red Cat, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in any of Red Cat’s or the Target Companies’ loss of any benefit or the imposition of its Subsidiaries rights any additional payment or materially other Liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Governmental Consent under, any Material Contract to which any of the Target Companies are a party or otherwise bound as of the Effective Date; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contractthe Target Companies, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company and the Ancillary Documents to which it is a party, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents, including the Second Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (iv) of Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Transactions, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the Transactions do not and performance of this Agreement by the Company will not: not (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with or violate result in any violation or breach of any provision of the Organizational Documents of the Company Charter Documents or any Subsidiary Charter the Organizational Documents of any Subsidiary of the CompanyCompany Subsidiary, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements matters referred to in Section 4.04 and the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 2.3(d)5.10, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of the Company or any Company Subsidiaries to require the Company or any Company Subsidiary to acquire such security) or cancellation (in each case, with or without notice or lapse of its Subsidiaries time or by both) under any Specified Contract or Lease Agreement to which the Company or any of its Subsidiaries Company Subsidiary is a party, or by which they or any of their respective properties is or assets may be bound or affectedaffected or any Permits affecting, or (iii) result relating in any breach of way to, the property, assets or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets business of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivSubsidiaries or (iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or result in the aggregate not obtainedcreation or imposition of any Lien (other than Permitted Liens) on any rights, would result in a loss property or asset of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as (A) have not had, and would not reasonably be expected to have, individually or in the aggregate, a wholeCompany Material Adverse Effect or (B) would reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions on a timely basis and in any event on or before the End Date.

Non-Contravention. The execution Except as set forth on Section 4.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by the Company of this Agreement by and, assuming compliance with the matters referred to in Section 4.03 and receipt of the Company does notShareholder Approval, the consummation of the transactions contemplated hereby, do not and performance of this Agreement by the Company will not: not (ia) assuming the Required Company Stockholders adopt this Agreementaccuracy of the representation in the last sentence of Section 5.08(a), contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or bylaws of the Company (such documents, collectively, the “Company Organizational Documents”), (b) assuming the accuracy of the representation in the last sentence of Section 5.08(a), contravene, conflict with, or result in a violation or breach of any Applicable Law, (c) assuming the accuracy of the representation in Section 5.08(c), require any consent or other action by any Person under, constitute a default under, or cause or permit the termination, cancellation, or acceleration of any material right or obligation or the loss of any material benefit to which the Company or any of its Subsidiaries is entitled, in each case, with or violate without notice or the Company Charter Documents lapse of time or both, under any Subsidiary Charter Documents provision of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with Contract or violate any material Legal Requirement applicable to other instrument binding upon the Company or any of its Subsidiaries or by to which their respective properties or assets are subject, (d) assuming the accuracy of the representation in Section 5.08(c), result in the creation or imposition of any Lien (other than any Permitted Lien) on any asset of the Company or any of its Subsidiaries or (e) assuming the accuracy of the representation in Section 5.08(c), result in a violation of, a termination (or right of termination) or cancellation of, or default under, or the creation or acceleration of any obligation or the loss or reduction of a benefit under, any provision of any loan or credit agreement, note, bond, mortgage, indenture, or other Contract to which the Company or any of its Subsidiaries is a party or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s by which it or any of its Subsidiaries rights or materially alter the rights its or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the their respective properties or assets are bound, other than, in the case of the Company or any each of its Subsidiaries pursuant to, any Company Scheduled Contract, exceptclauses (b) through (e), as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (v) of Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration acceleration, or cancellation ofgive rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital stock, voting securities, or other equity interests, or result in any loss of a material benefit under, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCompany.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by Parent and the Company consummation by Parent of the transactions contemplated by this Agreement, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate the Company result in any violation or breach of, Parent’ Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Documents; (ii) subject to assuming that all of the Consents contemplated by Section 4.03(c) have been obtained or made, and in the case of the consummation of the Merger, obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to the Company Parent or any of its Subsidiaries properties or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s result in Parent’ or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Parent or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholean Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement and the CVR Agreement by the Company does not, and the performance of this Agreement and the CVR Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement Requirements applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv2.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and None of the execution, delivery or performance by the Company of this Agreement or any Additional Agreement to which the Company is or will be a party or the consummation by the Company of the transactions contemplated hereby and thereby does not, and performance of this Agreement by or will (a) contravene or conflict with the Company will not: Articles of Incorporation or the Company’s Bylaws, (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to any member of the Company Group or to any of their respective properties, rights or assets, (c) except for the Contracts listed on Schedule 4.8 requiring Company Consents (but only as to the need to obtain such Company Consents), (i) assuming the Required Company Stockholders adopt this Agreementrequire consent, conflict with approval, authorization, Order, waiver or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companyother action under, (ii) subject to obtaining constitute a default under or breach of (with or without the adoption giving of this Agreement by notice or the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(dpassage of time or both), conflict with (iii) violate, or violate (iv) give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company Group or to a loss of any material Legal Requirement applicable benefit to which any member of the Company Group is entitled, in the case of each of clauses (i) - (iv), under any provision of any Permit, Contract or other instrument or obligations binding upon any member of its Subsidiaries or by which the Company or any of its Subsidiaries Group or any of their respective properties is bound or affectedproperties, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underassets, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien (except for Permitted Liens) on any of the properties Company Group’s properties, rights or assets assets, or (e) require any consent, approval, authorization, Order, waiver, or other action from any Person pursuant to any provision of the Company Articles of Incorporation or Bylaws of the Company or the organizational or constitutive documents of any other member of its Subsidiaries pursuant tothe Company Group, except (1) for any Company Scheduled Contractsuch consent, exceptapproval, as authorization, Order, waiver, or other action that shall be obtained (and a copy provided to Parent) prior to the Closing and (2) in the case of clauses (iic) and (iiid), respectivelyto the extent that the occurrence of the foregoing would not, for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other occurrences which would not reasonably be expected to be material to the Company and its Subsidiariesor, taken as a whole. Section 2.3(b)(iv) of after the Company Disclosure Letter lists all consentsClosing, waivers and approvals under any of to Parent or the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeSurviving Corporation.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company Acquirer, and the consummation by the Acquirer of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of the Acquirer or any Subsidiary of the Company, its Subsidiaries; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (v) of Section 2.3(d)4.03 and, in the case of the consummation of the Merger, obtaining the Requisite Acquirer Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or Acquirer, any of its Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under, any Contract to which the Acquirer or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Acquirer or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholean Acquirer Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (v) of Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by and the other Transaction Documents to which each of Pubco, the Company will not: (i) assuming the Required and Company Stockholders adopt this AgreementMerger Sub is a party by Pubco, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary and Company Merger Sub, as applicable, and the consummation of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 Merger and compliance with the requirements set forth in Section 2.3(d), conflict provisions hereof and thereof do not and will not with or without notice or lapse of time or both (a) violate any material Legal Requirement applicable Law or Order to which Pubco, the Company or any of its Subsidiaries or by which the and Company or any of its Subsidiaries Merger Sub or any of their respective properties is bound Assets are subject, (b) violate any provision of the Organizational Documents of Pubco, the Company or affectedCompany Merger Sub (subject to obtaining the Requisite Stockholder Approval), or (iiic) violate, conflict with, result in any a breach of or of, constitute a default (or an event that with due notice or lapse of time or both would become become) a default) default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice under, or materially impair the Company’s or otherwise give rise to any of its Subsidiaries rights or materially alter the rights or obligations of any third party Liability under, or give to others any rights of termination, amendment, acceleration or cancellation ofMaterial Contract, or (d) result in the creation or imposition of a any Lien on (other than Permitted Liens) upon any of the properties or assets Assets of Pubco, the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractMerger Sub, except, as to clauses in the case of each of clause (ii) a), (c), and (iiid), respectively, for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution Subject to the receipt of the consents, approvals, authorizations and delivery other requirements set forth in Section 4.03(b) and Section 4.03(c) of this Agreement by the Company does notParent Disclosure Letter and the Requisite Parent Vote, the execution, delivery, and performance of this Agreement by each of the Company Parent Parties and the consummation by each of the Parent Parties of the transactions contemplated by this Agreement, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Parent Parties; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Parent Parties or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s result in any of Parent Parties’ or any of its Subsidiaries rights or materially alter the rights or obligations their respective Subsidiaries' loss of any third party benefit or the imposition of any additional payment or other liability under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which any of the Parent Parties or any of their respective Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of any of the Company Parent Parties or any of its Subsidiaries pursuant to, any Company Scheduled Contracttheir respective Subsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption certificate of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with incorporation or violate any material Legal Requirement applicable to bylaws of the Company or any of its Subsidiaries or by which Subsidiaries; (b) subject to obtaining such Consents set forth in Section 3.4 of the Company or any of its Subsidiaries or any of their respective properties is bound or affectedDisclosure Letter, violate, conflict with, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which the Company or any of its Subsidiaries rights is a party; (c) assuming the Consents referred to in Section 3.5 are obtained or materially alter made and, in the rights case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or obligations conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any third party under, of their properties or give to others any rights of termination, amendment, acceleration assets are bound; or cancellation of, or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not be material to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyhereby or the performance by the Company of its covenants and obligations hereunder. The Company has terminated the Uphill Merger Agreement in accordance with Section 8.1(e) thereof, which, if individually or and instructed the Company Escrow Agent (as defined in the aggregate not obtained, would result in a loss of benefits Uphill Merger Agreement) to release the Company or any Escrow Amount (as defined in the Uphill Merger Agreement) to Uphill. Each of the Company Escrow Agreement (as defined in the Uphill Merger Agreement), the DB Escrow Agreement (as defined in the Uphill Merger Agreement) and the CMB Escrow Agreement (as defined in the Uphill Merger Agreement) has been terminated. The Company has made available to Parent correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries that would be material to held since January 1, 2013, other than the Company minutes of those meetings of the Board of Directors and its Subsidiaries, taken as a wholecommittees thereof at which the negotiation and execution of this Agreement or any prior negotiations with any third parties in respect of any similar transactions were discussed.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company Target, and the consummation by the Target of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Target Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Target or any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (v) of Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Merger, obtaining the Requisite Target Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Target, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s Target's or any of its Subsidiaries rights Subsidiaries' loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Target or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Target or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by Pxxxxx and Merger Sub and the Company consummation by Pxxxxx and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requested Parent Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement Parent or Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made, and in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Merger, obtaining the Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to the Company Parent or any of its Subsidiaries or by which the Company or any of its Subsidiaries Merger Sub or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in Parent’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Parent or any of its Subsidiaries pursuant to, any Company Scheduled Contract, Subsidiaries; except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, ; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (v) of Section 2.3(d4.03(c) and, in the case of the 26995100v.1 consummation of the Merger, obtaining the Requisite Company Vote if required by applicable Laws (where Section 251(h) of the DGCL has become unavailable to effect the Merger), conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries properties or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of Company or any third party underunder (including restricting, impairing or limiting the ability of the Surviving Corporation to carry on the business previously done by the Company in the ordinary course), or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under, any Contract to which the Company is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractCompany, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by High Tide Parties and the Company consummation by High Tide Parties of the transactions contemplated by this Agreement, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate the Company result in any violation or breach of, High Tide Parties’ Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Documents; (ii) subject to obtaining assuming that all of the adoption Consents contemplated by clauses (i) through (v) of this Agreement by Section 4.03 have been obtained or made, and in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Acquisition, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries High Tide Parties or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in High Tide’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which High Tide or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company High Tide or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeHigh Tide Material Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, including the Merger, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of the Company or any Subsidiary of the Company, its Subsidiaries; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (v) of Section 2.3(d)4.03(c) and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law or Consent of any Governmental Entity applicable to the Company or any of its Subsidiaries or by which the Company or Company, any of its Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair require any Consent under, any material Contract to which the Company’s Company or any of its Subsidiaries rights is a party or materially alter otherwise bound as of the rights date hereof; or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material to adverse effect on the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) ability of the Company Disclosure Letter lists all consentsand/or its Subsidiaries to provide goods and services to their customers or would not prevent, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with materially delay or materially impede the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. The execution and Except as set forth in Schedule 3.4, the execution, delivery of this Agreement by the Company does not, and performance of this Agreement and the other Transaction Documents to which the Company is a party by the Company will not: (i) assuming and the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary consummation of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 Merger and compliance with the requirements set forth in Section 2.3(d), conflict provisions hereof and thereof do not and will not with or without notice or lapse of time or both (a) violate any material Legal Requirement applicable Law or Order to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound the Company’s or affectedits Subsidiaries’ Assets are subject, (b) violate any provision of the Organizational Documents of the Company, any Subsidiary thereof or any Affiliate thereof (iiisubject to obtaining the Company Stockholder Approval), (c) violate, conflict with, result in any a breach of or of, constitute a default (or an event that with due notice or lapse of time or both would become become) a default) default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice under, or materially impair the Company’s or otherwise give rise to any of its Subsidiaries rights or materially alter the rights or obligations of any third party Liability under, or give to others any rights of termination, amendment, acceleration or cancellation ofMaterial Contract, or (d) result in the creation or imposition of a any Lien on (other than Permitted Liens) upon any of the properties or assets Assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) a), (c), and (iiid), respectively, for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does notof the Merger and the other transactions contemplated hereby do not and will not (with or without notice or lapse of time, and performance of this Agreement by the Company will not: or both) (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Stockholder Approval, contravene, conflict with, or result in any violation or breach of this Agreement any provision of the Organizational Documents of the Company or any Company Subsidiary or any resolutions adopted by the Company’s stockholders as contemplated Company Board or the board of directors of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and permits referred to in Section 5.2 4.04 have been obtained, and all filings and notifications described in Section 4.04 have been made and all applicable waiting periods under the HSR Act have been terminated or expired, and otherwise assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.04, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to the Company provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of its Subsidiaries any benefit under, constitute a change of control or by default under, or result in termination or cancellation or give to others any right of termination, vesting, amendment, acceleration or cancellation (in each case, with or without notice or lapse of time or both) of, any Contract or Lease Agreement (including any Material Contract or Lease Agreement) to which the Company or any of its Subsidiaries Company Subsidiary is a party, or by which they or any of their respective properties is or assets may be bound or affectedaffected or any Permits affecting, or (iii) result relating in any breach of way to, the property, assets or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets business of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivor (iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or result in the aggregate not obtainedcreation or imposition of any Lien on any rights, would result in a loss property or asset of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as has not had, and would not reasonably be expected to have, individually or in the aggregate, a wholeCompany Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by Unusual, and the Company consummation by Unusual of the transactions contemplated by this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Unusual Notes and the Unusual Preferred Stock, including the Purchase and Sale, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate the Company result in any violation or breach of Unusual’s Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Documents; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)assuming that all Governmental Consents have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to the Company or Unusual, any Unusual’s Subsidiaries, any of its Subsidiaries or by which the Company or any of its Subsidiaries Unusual’s stockholders or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in Unusual’s or any of its Subsidiaries rights Unusual’s Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other Liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Governmental Consent under, any Material Contract to which Unusual or any of Unusual’s Subsidiaries or Unusual’s stockholders is a party or otherwise bound as of the Effective Date; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Unusual or any of its Subsidiaries pursuant to, any Company Scheduled ContractUnusual’s Subsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which Liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Governmental Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Seller Parties of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation by the Company does Seller Parties of the transactions contemplated hereunder and thereunder, do not and will not, and performance with or without the giving of this Agreement by notice, the Company will not: lapse of time or both, (i) assuming the Required Company Stockholders adopt this Agreementreceipt of all consents, conflict with or violate approvals, waivers and authorizations and the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary making of the Companynotices and filings (x) referred to in Section 3.5 or (y) required to be received or made by any of the Transferred Entities, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in by Section 5.2 4.3 and compliance with the requirements set forth in Section 2.3(d)4.4, conflict with or violate any material Legal Requirement applicable to provision of the Company or Organizational Documents of any of its Subsidiaries the Seller Parties, (ii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings (x) referred to in Section 3.5 or (y) required to be received or made by any of the Transferred Entities, as contemplated by Section 4.3 and Section 4.4, conflict with, or result in the breach of, or constitute a default under, or result in the termination, Encumbrance, vesting, cancellation, modification or acceleration of any right or obligation of any of the Seller Parties under, or result in a loss of any benefit to which any of the Seller Parties is entitled under, any Contract, Benefit and Compensation Arrangement or other agreement or instrument binding upon any of the Seller Parties or to which the Company or property of any of its Subsidiaries or any of their respective properties the Seller Parties is bound or affectedsubject (including, without limitation, the Transferred Equity Interests), or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (A) referred to in Section 3.5 or (B) required to be received or made by any of the Transferred Entities or by the Buyer Parties or any of their Affiliates, violate or result in any a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or under any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give Law to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on which any of the properties Seller is subject or assets under any Permit of the Company or any Seller Parties that is related to the PCB Business, other than, in the case of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectivelyany conflict, for any such conflictsbreach, violationsdefault, breachestermination, defaults Encumbrance, vesting, cancellation, modification, acceleration or other occurrences which loss that would not be material to the Company and its Subsidiariesnot, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Except as set forth in SECTION 3.1(e) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does do not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary consummation of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as transactions contemplated in Section 5.2 hereby and compliance with the requirements set forth in Section 2.3(d)provisions hereof will not, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give rise to others any rights a right of termination, amendment, cancellation or acceleration of or cancellation of"put" right with respect to any obligation or the loss of a material benefit under, or result in the creation of a any Lien on any of the properties or assets of the Company or any of its the Company Subsidiaries pursuant tounder, any provision of (i) the Certificate of Incorporation or bylaws of the Company, each as amended through the date hereof (the "COMPANY CHARTER DOCUMENTS") or the comparable organizational documents of any of the Company Scheduled ContractSubsidiaries, except(ii) any loan or credit agreement, as note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise or license applicable to the Company or the Company Subsidiaries or their respective properties or assets or (iii) subject to governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to the Company or any of the Company Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), respectively, for any such conflicts, violationsviolations or defaults, breachesrights or Liens that individually or in the aggregate would not have, defaults or other occurrences which would not be reasonably likely to have, a material to adverse effect on the Company and its Subsidiarieswould not, taken as a whole. Section 2.3(b)(iv) or would not be reasonably likely to, materially impair the ability of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement and consummation of the transactions contemplated by this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate any provision of any of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as approvals contemplated in Section 5.2 5.3 and compliance with the requirements set forth in Section 2.3(dor disclosed pursuant to Sections 2.3(a) and 2.3(c), conflict with or violate any material Legal Requirement applicable to any of the Company or any of its Subsidiaries or by which any of the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) subject to providing the notices and obtaining the consents set forth in Section 2.3(c) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its their respective Subsidiaries pursuant to, any Contract (to which the Company Scheduled Contractor its Subsidiaries is a party or by which the Company or its Subsidiaries or any of their respective properties is bound or affected), except, as to in the case of clauses (ii) and (iii), respectively) above, for any such conflicts, violations, breaches, defaults defaults, impairments, alterations, rights of termination, amendments, acceleration or other occurrences which would not be material to the Company and its Subsidiariescancellation, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsLiens or violations that, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate aggregate, have not obtained, had and would result in not reasonably be expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Material Adverse Effect on Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company, and the consummation by the Company of the Transactions, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate the result in any violation or breach of, any Company Charter Documents Document or any Subsidiary Charter Documents of any Subsidiary of the Company, Document; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (vii) of Section 2.3(d)3.3(b) and, in the case of the consummation of the Merger, obtaining the Shareholder Approval, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or Company, any of its Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) except as set forth in Section 3.3(a)(iii) of the Company Disclosure Letter and except for such other consents which have already been obtained, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party Third Party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien any Encumbrance (other than Permitted Encumbrances) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii), (iii) and (iiiiv) of this Section 3.3(a), respectively, for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Encumbrances, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery Except as set forth in Section 4.03(b) of this Agreement by the Company does notDisclosure Letter, the execution, delivery and performance of this Agreement and the Subsidiary Transfer Agreement by the Company, as applicable, does not, and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, and the Subsidiary Transfer Agreement and the other transactions contemplated thereby, as applicable, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of the Company or any Subsidiary of the Company, its Subsidiaries; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (v) of Section 2.3(d)4.03(c) and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote if required by applicable Laws, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or Company, any of its Subsidiaries or any of their respective properties is bound or affectedassets; (iii) contravene or conflict with, or result in any violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit; (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (v) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectively, (iv) and (v) for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery by the Company of this Agreement and all other agreements and documents contemplated hereby to which it is a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the certificate of incorporation or violate bylaws of the Company Charter Documents or any Subsidiary Charter Documents equivalent organization or governing documents of any Subsidiary of the Company, its Subsidiaries; (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)3.5 of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially result in the termination of, or accelerate the performance required by, or result in a right of purchase, amendment, payment, cancellation, termination or acceleration under, or impair the Company’s or any of its Subsidiaries Subsidiaries’ rights under, or materially alter their respective obligations or alter the material rights or obligations of any third party under, any Contract to which the Company or give any of its Subsidiaries is a party or under any Permit of the Company or any of its Subsidiaries; (c) assuming the Consents referred to others in Section 3.5 are obtained or made and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any rights of terminationLaw, amendment, acceleration or cancellation ofOrder, or rule of the NYSE applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound; or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not reasonably be expected to result in a liability material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of , or prevent or materially delay the consummation by the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyhereby or the performance by the Company of its covenants and obligations hereunder. The Company has made available to Parent correct and complete copies of the minutes (or, which, if individually or in the aggregate case of minutes that have not obtainedyet been finalized, would result in a loss drafts thereof) of benefits to all meetings of stockholders, the Company or any Board, and each committee of the Company Board and the governing body of each of its Subsidiaries that would be material to held since December 31, 2015, other than the minutes of those meetings of the Company Board and its Subsidiariescommittees thereof at which the negotiation and execution of this Agreement or any prior negotiations with any third parties in respect of any similar transactions were discussed, taken and such minutes contain a complete (except as a wholeredacted) and correct, in all material respects, record of the meetings and other corporate actions held or taken.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by each Parent Entity and the Company Ancillary Documents to which they a party and the consummation by each Parent Entity of the Transactions and the Ancillary Documents to which they are a party, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Parent Entities; (ii) subject to assuming that all of the Consents contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made, and in the case of the consummation of the Transactions, obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Requisite Parent Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Parent Entities or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s Parent Entities’ or any of its Subsidiaries rights their respective Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Parent Entities or any of their respective Subsidiaries are a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Parent Entities or any of its Subsidiaries pursuant to, any Company Scheduled Contracttheir respective Subsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect.

Non-Contravention. The Subject to the receipt of the SPAC Required Vote approving the Required SPAC Stockholder Voting Matters, and assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.1(a), neither the execution and delivery of this Agreement or any Ancillary Agreement to which a SPAC Party is a party nor the consummation of the Transactions by any SPAC Party will (a) conflict with or result in any material breach of any provision of the Company does not, and performance Governing Documents of this Agreement by the Company will not: any SPAC Party; (b) other than (i) assuming the Required filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and the Company Stockholders adopt Proxy Statement and the clearance of any comments from the SEC thereon, (B) any registration statements as may be required under the Amended and Restated Registration Rights Agreement or any other Ancillary Agreement, and (C) such reports under Section 13(a) or Section 15(d) of the Exchange Act as may be required in connection with this Agreement, conflict with the Ancillary Agreements or violate the Company Charter Documents Transactions, require any material filing with, or any Subsidiary Charter Documents the obtaining of any Subsidiary material consent or approval of, any Governmental Entity or other Person; (c) result in a material violation of or a material default (or give rise to any right of termination, cancellation or acceleration) under, any of the Companyterms, (ii) subject conditions or provisions of any note, mortgage, other evidence of indebtedness, guarantee, license agreement, lease or other Contract to obtaining the adoption of this Agreement which any SPAC Party is a party or by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate which any material Legal Requirement applicable to the Company SPAC Party or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or assets may be bound; (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company any SPAC Party; or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (iie) and (iii), respectively, except for any such conflicts, violations, breaches, defaults or other occurrences violations which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with prevent or delay the consummation of the transactions contemplated hereby, whichviolate in any material respect any Law, if individually Order or in Lien applicable to any SPAC Party, excluding from the aggregate foregoing clauses(b), (c), (d) and (e) such requirements, violations, defaults or Liens which would not obtained, would result in a loss of benefits reasonably be expected to the Company or any of its Subsidiaries that would be material to the Company and its SubsidiariesSPAC Parties, taken as a whole, or materially affect any SPAC Party’s ability to perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party or to consummate the Transactions.

Non-Contravention. The Neither the execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with nor the consummation of the transactions contemplated hereby, whichwill (i) violate any constitution, if statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which PNCR or Merger Sub is subject or any provision of its charter, By-laws, or other governing documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which PNCR or Merger Sub is a party or by which it is bound or to which any of its assets are subject, except in the case of each of clauses (i) and (ii), such as could not, individually or in the aggregate not obtainedaggregate, would have or reasonably be expected to result in a loss Material Adverse Effect. Neither PNCR nor Merger Sub needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of benefits any government or governmental agency in order for the Parties to consummate the Company or transactions contemplated by this Agreement, other than (i) the filing of Certificate of Merger with the Secretary of State of the State of California; (ii) any filings required any filings required by state securities laws, (iii) the filing of a Notice of a Sale of Securities on Form D with the SEC under Regulation D of the Securities Act, if required and (iv) the approval of PNCR’s stockholders for PNCR to amend its Subsidiaries that would be material Articles of Incorporation to the Company and change its Subsidiaries, taken corporate name as a wholeprovided in Section 6.4.

Non-Contravention. The execution Except as set forth in Schedule 4.2(b) hereof and delivery of this Agreement by the Company does notexcept (a) for filings, reports, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the NYSE, state securities or state “blue sky” laws and (b) for such filings that have already been made or such consents that already have been received, none of the execution, delivery or performance of this Agreement by it, the Company consummation by it of the transactions contemplated hereby or compliance by it with any of the provisions hereof will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of any provision of its organizational documents, (ii) require any filing by it with, notice to, or permit, authorization, consent or approval of, any Governmental Entity, (iii) require any consent or notice under, result in a violation or breach by it of, constitute a default (with or an event that with without due notice or lapse of time or both would become both) a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, default (or give rise to others any rights right of termination, amendment, acceleration cancellation or cancellation ofacceleration) under, result in the triggering of any payment or any termination, buy-sell, transfer, option, right of first refusal, right of first offer, tag-along or any similar right by any party, or result in the creation of a any Lien or other encumbrance on any of the its properties or assets or otherwise give rise to any material obligation on its part or any other party pursuant to, any of the Company terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, Permit or other instrument or obligation or material contract or lease to which it is a party or by which it or any of its Subsidiaries pursuant toproperties or assets may be bound or (iv) violate any Law, any Company Scheduled Contract, except, as to excluding from the foregoing clauses (ii), (iii) and (iii)iv) such filings, respectivelynotices, for any such conflictspermits, authorizations, consents, approvals, violations, breaches, trigger events, creation of liens or defaults which, individually or other occurrences which in the aggregate, would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iveither (A) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the prevent or materially delay consummation of the transactions contemplated herebyby this Agreement, which, if individually or in the aggregate not obtained, would result in a loss of benefits to (B) otherwise prevent or materially delay performance by the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeobligations under this Agreement.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by High Tide Parties and the Company consummation by High Tide Parties of the transactions contemplated by this Agreement, including the issuance and delivery of the Stock Consideration, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate the Company result in any violation or breach of, High Tide Parties’ Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Documents; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries High Tide Parties or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in High Tide’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which High Tide or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company High Tide or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeHigh Tide Material Adverse Effect.

Non-Contravention. The execution and delivery by the Company of this Agreement or any of the Ancillary Agreements to which it is, or is specified to be, a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreementcontravene, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, result in the termination of, or materially impair accelerate the performance required by, or result in a right of termination or acceleration under, result in a loss of a material benefit under, give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, (i) the Charter Documents, (ii) the charter, bylaws or other constituent documents of any of the Company’s Subsidiaries, (iii) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, any Contract to which the Company or any of its Subsidiaries rights is a party or materially alter the rights by which any of their properties or obligations of any third party underassets are bound, or give (iv) assuming the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, and assuming the Approvals referred to others in Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval, any rights Law or Order applicable to the Company or any of termination, amendment, acceleration its Subsidiaries or cancellation ofby which any of their properties or assets are bound, or (b) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iia)(iii) and (iii), respectivelyb) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which have not had and would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notCompany, and the performance of this Agreement by the Company will of its covenants and obligations hereunder, and the consummation of the Viking Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents do not: (ia) violate or conflict with any provision of the Charter or the Bylaws; (b) violate, conflict with, result in the breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) pursuant to, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the vesting or receipt of any benefit or value to a third party, pursuant to any Contract; (c) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referred to in Section 3.6 and, conflict with or violate in the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary case of the Companyconsummation of the Viking Transaction, (ii) subject to obtaining the adoption of this Agreement by Requisite Stockholder Approval and assuming that the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements representations set forth in Section 2.3(d)4.6 are true and correct, violate or conflict with any Law or violate any material Legal Requirement order applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, assets are bound; or (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii)d) for such consents as have been obtained and violations, respectively, for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations or other occurrences which Liens that have not had, and would not reasonably be material expected to the have, a Company and its SubsidiariesMaterial Adverse Effect or prevent or materially impair or materially delay, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsor be reasonably expected to prevent or materially impair or materially delay, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCasdin Transaction and/or Viking Transaction.

Non-Contravention. The execution (a) Except for (1) the filing of the Certificate of Merger with the New York State Department pursuant to the NYBCL, (2) the Required Vote, (3) matters set forth on Section 2.4(a) of the Disclosure Schedule, and (4) the filings, permits, authorizations, consents and approvals as may be required under the HSR Act or any other Antitrust Laws, the execution, delivery of this Agreement by the Company does not, and performance of this Agreement and the Related Agreements and the consummation of the Transactions by the Company and the Company Subsidiary do not and will not: not (i) assuming the Required Company Stockholders adopt this Agreementconflict with, conflict result in or constitute any violation of or default under (with or violate without notice or lapse of time, or both), or give rise to a right of termination, cancellation, renegotiation, modification or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person in accordance with, any provision of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary the organization documents of the CompanyCompany Subsidiary, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien an Encumbrance on any of the properties or assets of the Company or the Company Subsidiary, (iii) conflict with, result in or constitute a violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, renegotiation, modification or acceleration of any obligation or loss or modification of its Subsidiaries pursuant toany benefit under, or require consent, approval or waiver from any Person in accordance with, any Company Scheduled Material Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults Permit or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits Law applicable to the Company or the Company Subsidiary, or any of its Subsidiaries that would be material to their respective properties or assets, (iv) cause the Company and its Subsidiariesor the Company Subsidiary to become subject to, taken as a wholeor become liable for the payment of, Tax (other than the employer’s share of any employment Tax with respect to compensation payable pursuant to this Agreement), or (v) otherwise have an adverse effect upon the ability of the Company to consummate the Transactions.

Non-Contravention. The execution Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by the Company of this Agreement do not, and the consummation by the Company does not, and performance of this Agreement by the Company transactions contemplated hereby will not: (ia) assuming receipt of the Required Company Stockholders adopt approval of shareholders referred to in Section 3.02 with respect to this Agreement, contravene or conflict with the certificate of incorporation, bylaws or violate the Company Charter Documents or any Subsidiary Charter Documents similar organizational documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Significant Subsidiaries; (b) assuming compliance with the matters referred to in Section 3.03 with respect to this Agreement, contravene or by which conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or Subsidiaries; (iiic) result in any breach of or constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any right or cancellation of, or result in the creation of a Lien on any of the properties or assets obligation of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as or to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits any benefit to which the Company or any of its Subsidiaries that would be material to is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries and which (i) has a term of more than one year, (ii) involves the payment or receipt of money in excess of $1,000,000, or (iii) involves the issuance of capital stock of the Company or any of its Subsidiaries (a "Company Agreement") or any license, franchise, permit or other similar authorization held by the Company or any of its Subsidiaries; or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, taken as except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, have a whole.Material

Non-Contravention. The execution and delivery Except as set forth in Section 3.03(b) of this Agreement by the Company does notDisclosure Letter, the execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (v) of Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract (including any Lease) to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the Company consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, including the Offer, the Merger, the Financing and the other transactions contemplated by this Agreement do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with certificate of incorporation or violate the Company Charter Documents by-laws of Parent or any Subsidiary Charter Documents of any Subsidiary of the Company, Merger Sub; (ii) subject to obtaining assuming that all of the adoption Consents contemplated by clauses (i) through (vi) of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)5.02(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to the Company Parent or any of its Subsidiaries or by which the Company or any of its Subsidiaries Merger Sub or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Companyresult in Parent’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Parent or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens contemplated by the terms of the Financing or other Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits material adverse effect on Parent’s and Merger Sub’s ability to consummate the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholetransactions contemplated by this Agreement.

Non-Contravention. The execution and delivery of this Agreement by Subject to the Company does notnotices, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreementfilings, conflict with consents or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements approvals set forth in Section 2.3(d)3.5 of the Company Disclosure Schedule, neither the execution and delivery by Company of this Agreement or any instrument required hereby to be executed and delivered by it, the performance by Company of its obligations hereunder or thereunder, the consummation by Company of the transactions contemplated hereby or thereby, or the compliance by Company with any of the provisions hereof or thereof, will: (a) conflict with or violate any material Legal Requirement applicable to provision of the Company Charter; (b) require on the part of Company any notice or filing with, or any of its Subsidiaries Permit, or by which the Company other authorization of, or any of its Subsidiaries or exemption by, any of their respective properties is bound or affectedGovernmental Authority; (c) conflict with, or (iii) result in any a violation or breach of of, constitute (with or constitute a default (or an event that with without due notice or lapse of time or both would become both) a default) default under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of acceleration of, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, any Company Material Contract or Permit or other arrangement or obligation to which Company is a Lien on party or by which Company is bound or to which any of the assets or properties of Company is subject; (d) result in the imposition of any Encumbrance upon any material assets or assets properties of Company; (e) violate or breach the terms of or cause any default under any Applicable Law applicable to Company or any of its Subsidiaries pursuant toproperties, assets or securities; or (f) with the passage of time, the giving of notice or the taking of any action by another Person, have any of the effects described in clauses (a) through (e) of this Section 3.5. As of the Closing Date the Company Scheduled Contract(i) did not, exceptdirectly or indirectly, as to clauses have revenues from sales in or into Israel in an amount of NIS 10 million or more in its most recent fiscal year and (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would could not reasonably be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required considered to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.a

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the performance by the Company does not, of its covenants and performance of agreements under this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement do not and will not: not (with or without notice or lapse of time, or both): (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate result in any violation or breach of any provision of the certificate of incorporation or bylaws of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, its Subsidiaries; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.03 and that the Stockholder Approval is obtained, conflict result in a violation or breach of any provision of any Applicable Law; (iii) require any consent or approval under, result in any breach of or default under, result in the acceleration of any obligation under, or result in termination or give to others any right of termination of, any Material Contract; (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with or violate respect to any material Legal Requirement applicable to the Company or any capital stock of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound assets or affected, properties; or (iiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant toto any note, any Company Scheduled Contractbond, exceptmortgage, as to clauses (ii) and (iii)indenture, respectivelycontract, for any such conflictsagreement, violationslease, breacheslicense, defaults permit, franchise or other occurrences instrument or obligation to which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties is bound or affected, with such exceptions, in the case of each of clauses (ii), (iii), (iv) and its Subsidiaries(v), taken as would not reasonably be expected to have, individually or in the aggregate, a wholeCompany Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by Mobiquity and the Company consummation by Mobiquity of the transactions contemplated by this Agreement, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreementcertificate of incorporation, conflict with by-laws or violate the Company other organizational documents of Mobiquity (“Mobiquity Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Documents”); (ii) subject to obtaining assuming that all of the adoption Consents contemplated by clauses (i) through (v) of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)4-A.03(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to the Company Mobiquity or any of its Subsidiaries properties or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s result in Mobiquity's or any of its Subsidiaries rights Subsidiaries' loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which Mobiquity or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company Mobiquity or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMobiquity Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary consummation of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as transactions contemplated in Section 5.2 hereby and compliance with any of the requirements set forth in Section 2.3(d), provisions hereof by such Shareholder will not (a) conflict with or violate any material Legal Requirement provision of the certificate of incorporation or formation, bylaws, limited liability company agreement or similar organizational documents of such Shareholder, if and as applicable (collectively, the “Organizational Documents”), (b) conflict with or violate any Law, Governmental Order or required consent or approval applicable to the Company such Shareholder or any of its Subsidiaries properties or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedassets, or (iiic) (i) violate, conflict with or result in any a breach of or of, (ii) constitute a default (or an event that which, with notice or lapse of time or both both, would become constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or materially impair modification of, (iv) accelerate the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party performance required by such Shareholder under, (v) result in a right of termination or acceleration under, (vi) give rise to others any rights of terminationobligation to make payments or provide compensation under, amendment, acceleration or cancellation of, or (vii) result in the creation of a any Lien on (other than Permitted Lien) upon any of the properties or assets of such Shareholder under, (viii) give rise to any obligation to obtain any third party consent or approval from any Person or (ix) give any Person the Company right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any of its Subsidiaries pursuant toright, any Company Scheduled Contractbenefit, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults obligation or other occurrences which would not be material to the Company and its Subsidiariesterm under, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required terms, conditions or provisions of, any material Contract of such Shareholder, except for any deviations from any of the foregoing clauses (b) or (c) that has not had, and would not reasonably be expected to be obtained have, individually or in connection with the consummation aggregate, a material adverse effect on the ability of such Shareholder to enter into and perform this Agreement and to consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer, the Merger, and the other transactions contemplated by this Agreement, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of the Company or any Subsidiary of the Companyits Subsidiaries, (ii) subject to obtaining the adoption assuming that all Consents contemplated by clauses (i) through (v) of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)4.03(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affectedassets, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of give to any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof, or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations or Liens (other than Permitted Liens) that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution Except with respect to Contracts to be satisfied in full or terminated in connection with the Debt Refinancings, the execution, delivery and delivery performance by such Member of this Agreement by and each of the Company does Ancillary Agreements to which it is a party do not, and performance the consummation by such Member of this Agreement by the Company transactions contemplated hereby and thereby will not: not (ia) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with with, or violate result in any violation or breach of, the Company Charter Documents articles of organization or any Subsidiary Charter Documents operating agreement of any Subsidiary of the CompanyRTMMC, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated contravene or conflict with, or result in Section 5.2 and compliance with the requirements set forth any violation or breach of, in Section 2.3(d), conflict with or violate any material Legal Requirement respect, any Laws, Orders or Permits applicable to the Company RTMMC or any of its Subsidiaries such Member or by which the Company Purchased Assets are bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 2.05, Section 3.03 and Section 4.03 have been obtained or any of its Subsidiaries or any of their respective properties is bound or affectedmade, or (iiic) result in any violation or breach of of, or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, (x) any RTMMC Material Contract or materially impair (y) any other Contract to which RTMMC or such Member is a party or by which any of the Company’s Purchased Assets or any of its Subsidiaries rights the assets of such Member are bound, other than in the case of this clause (y) any such violation, breach or materially alter default that would not reasonably be expected to be, individually or in the aggregate, material to RTMMC or such Member, (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under (x) any RTMMC Material Contract or (y) any other Contract to which RTMMC or such Member is a party or by which any of the Purchased Assets or any of the assets of such Member are bound, other than in the case of this clause (y) any such consent, approval, authorization, filing or notification that, if not obtained or made, would not reasonably be expected to be, individually or in the aggregate, material to RTMMC or such Member, (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under (x) any RTMMC Material Contract or (y) any other Contract to which RTMMC or such Member is a party or by which any of the Purchased Assets or any third party underof the assets of such Member are bound, or give to others other than in the case of this clause (y) any rights of such termination, cancellation, amendment, modification or acceleration that would not reasonably be expected to be, individually or cancellation ofin the aggregate, material to RTMMC or such Member, or result in (f) cause the creation or imposition of a Lien any Liens (other than Permitted Liens) on any of the properties Purchased Assets or any material assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMember.

Non-Contravention. The execution To the Knowledge of Seller and except as Known by Purchaser as of the date hereof, the execution, delivery of this Agreement by the Company does not, and performance of this Agreement by Seller does not, and the Company consummation of the transactions contemplated hereby will not: , constitute or result in (ia) assuming a breach or violation of the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Organizational Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company Subsidiaries, (b) a breach or any violation of, a termination (or right of its Subsidiaries termination) or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, the creation or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations acceleration of any third party obligations under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its the Company Subsidiaries pursuant to, or the necessity of obtaining any Company Scheduled consent, waiver or approval with respect to, any Contract, exceptlease, as to clauses (ii) and (iii)permit, respectively, for any such conflicts, violations, breaches, defaults franchise or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually instrument or in the aggregate not obtained, would result in a loss of benefits obligations applicable to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries or any of their respective properties or assets or (c) assuming compliance with the matters referred to in Section 3.4, conflict with or violate any Law to which the Company or any of the Company Subsidiaries, taken as or any of their respective properties or assets, is subject, or any Company Governmental Authorization, except, in the case of clauses (b) and (c), for any such breach, violation, termination, default, creation, necessity, acceleration or conflict that is not, individually or in the aggregate, reasonably likely to have a wholeMaterial Adverse Effect (it being agreed that, in the case of clause (c), in determining whether such breach, violation, termination, default, creation, necessity, acceleration or conflict is reasonably likely to have a Material Adverse Effect, the words “any action by any AC Authority or other Governmental Authority in connection with the Project, including the matters set forth in the Seller Disclosure Schedule” shall be disregarded).

Non-Contravention. The execution and delivery Except as set forth in Section 3.03(b) of this Agreement by the Company does notDisclosure Schedule, the execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (v) of Section 3.03(c) have been obtained or by which made and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate in any material respect any Law applicable to the Company, any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, or give rise to the loss of a material benefit under, any Contract or Permit to which the Company or any of its Subsidiaries is a party or otherwise bound; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, has not had or would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of Allied World and Merger Sub of this Agreement by the Company does do not, and performance the consummation of this Agreement by the Company transactions to which it is a party contemplated hereby will not: , (ia) assuming (solely in the Required Company Stockholders adopt this Agreementcase of the Allied World Articles Amendment and the Share Issuance) that the Allied World Requisite Stockholder Vote is obtained, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of any provision of the Organizational Documents of Allied World or any of its Subsidiaries; (b) assuming receipt of the Allied World Requisite Stockholder Vote and compliance with the matters referred to in Section 3.4 and Section 4.4 (and assuming the accuracy and completeness of Section 4.4(f)), violate or conflict with any provision of any applicable Law; (c) violate or conflict with or result in any breach or constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) default under, or materially impair cause the Company’s termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Allied World or any of its Subsidiaries rights is entitled, or materially alter the rights or obligations of require consent by any third party Person under, any loan or give to others any rights of terminationcredit agreement, amendmentnote, acceleration or cancellation ofmortgage, indenture, lease, Allied World Benefit Plan, or Allied World Material Contract; or (d) subject to the receipt of the Transatlantic Insurance Approvals (and assuming the accuracy and completeness of Section 4.4(f)), result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of the Company Allied World or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contractexcept in the case of clause (b), except(c) or (d), as would not, individually or in the aggregate, reasonably be expected to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults have an Allied World Material Adverse Effect or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with prevent or materially delay the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeby this Agreement.

Non-Contravention. The execution Provided those consents, approvals, authorizations, declarations filings or notices set forth on Schedule 3.3 or otherwise described in Section 3.3 are obtained or made, as applicable, the execution, delivery and delivery performance by the Company of this Agreement by the Company and any Additional Agreements to which it is a party does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary organizational documents of the Company, or any of its Subsidiaries, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any Law or Order binding upon or applicable to the Company or any of its Subsidiaries Subsidiaries, or by which any of the Equity Interests, (c) except for the Material Contracts listed on Schedule 3.11, require Company Consents (but only as to the need to obtain such Company Consents), constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company, or any of its Subsidiaries or require any payment or reimbursement or to a loss of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair material benefit relating to the Business to which the Company’s , or any of its Subsidiaries rights is entitled under any provision of any material Permit, Material Contract or materially alter the rights other instrument or obligations of any third party underbinding upon the Company, or give to others any rights of termination, amendment, acceleration its Subsidiaries or cancellation ofby which any of the Equity Interests or any of the Company’s assets is or may be bound or any material Permit, or (d) result in the creation or imposition of a any Lien on any of the properties Equity Interests or the Company’s assets, including the assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of other than Permitted Liens on the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCompany’s assets.

Non-Contravention. The execution and delivery of this Agreement by the Company does notCompany, and the performance of this Agreement by the Company will not: of its covenants and obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby do not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary provision of the Company’s or its Subsidiaries’ Organizational Documents; (b) violate, conflict with, contravene, require any consent or approval under, result in any loss of any benefit under, result in a change of control under, result in the breach of, constitute a default (iior an event that, with notice or lapse of time or both, would become a default) pursuant to, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, vesting, amendment or cancellation pursuant to any Contract to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, or any Governmental Authorization affecting, or relating in any way to, the property, assets or business of the Company or any of its Subsidiaries; (c) assuming compliance with the matters referred to in Section 3.7 and, in the case of the consummation of the Merger, subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Requisite Stockholder Approval, violate or conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, assets are bound; or (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii)d) as has not had, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which and would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery Except as set forth in Section 3.03(b) of this Agreement by the Company does notDisclosure Schedule, the execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of the Company or any Subsidiary of the Company, Company Subsidiary; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (v) of Section 2.3(d)3.03(c) and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company, any Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary or any of their respective properties is bound or affected, or assets; (iii) result in any breach of, loss of any benefit under or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any consent, approval, order or authorization, registration, filing or notice (any of the foregoing being a “Consent”) under, any Contract to which the Company or any Company Subsidiary is a party or by which the Company, any Company Subsidiary or any of their respective properties or assets are otherwise bound; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiary, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate result in any violation or breach of, any provision of (x) the Company Charter Organizational Documents or (y) any Subsidiary Charter Documents of any Subsidiary of the Company, organizational or governing documents of the Company Joint Ventures; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated contravene or conflict with, or result in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)any violation or breach of, conflict with any Laws or violate any material Legal Requirement Orders applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to("Company Assets") are bound (assuming that all consents, any Company Scheduled Contractapprovals, exceptauthorizations, as to clauses (ii) filings and (iii), respectively, for any such conflicts, violations, breaches, defaults notifications described in Section 4.5 or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv4.5(vi) of the Company Disclosure Letter lists all consentshave been obtained or made and any waiting periods under such filings have been terminated or expired); (iii) result in any violation or breach of or loss of a benefit under, waivers and approvals or constitute a default (with or without notice or lapse of time or both) under, any Material Contract; (iv) require any consent, approval or other authorization of, or filing with or notification to, any Person under any Material Contract; (v) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under any Material Contract; or (vi) cause the creation or imposition of any Liens on any Company Scheduled Contracts required Assets, except for Permitted Liens, except, in the cases of clauses (i)(y) and (ii) - (vi), as do not have and would not reasonably be expected to be obtained in connection with the consummation of the transactions contemplated herebyhave, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by As to each Credit Party, the Company does notexecution, delivery, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary such Credit Party of the CompanyTransaction Documents to which it is a party, (ii) subject to obtaining and the adoption issuance of this Agreement by the Company’s stockholders as contemplated in Section 5.2 New Securities and the Underlying Shares and compliance with the requirements set forth in Section 2.3(d)terms and provisions thereof, conflict with or do not and will not (i) violate any material Legal Requirement provision of any Requirements of Law applicable to the Company any Credit Party or any of its Subsidiaries Subsidiaries, the certificate or by which the Company articles of incorporation, by-laws, or other organizational documents of any Credit Party or any of its Subsidiaries Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Credit Party or any of their respective properties is bound or affectedits Subsidiaries, or (iiiii) conflict with, result in any a breach of of, or constitute a default (or an event that with due notice or lapse of time or both would become both) a defaultdefault under (A) underthe Existing Secured Notes Indenture, or materially impair the Company’s Existing Convertible Notes Indenture or any other Material Debt Documents or (B) any other Material Contract, except to the extent for purposes of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant tothis clause (B), any Company Scheduled Contractsuch conflict, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults breach or other occurrences which would default could not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedreasonably be expected to have a Material Adverse Effect , would (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any of the Credit Parties, other than Permitted Liens, (iv) require any approval of any holder of Equity Interests of a loss Credit Party or any approval or consent of benefits to the Company or any Person under any Material Contract of any Credit Party of any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of any Material Contract (other than the debt documents referred to in subclause (ii)(A) above), for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a wholeMaterial Adverse Effect, or (v) materially adversely affect any Health Care Permit.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not, subject to obtaining the Requisite Company Vote and filing the Certificate of Designation and Certificate of Merger with the office of the Secretary of the State of the State of Delaware: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of the Company or any Subsidiary of the Company, its Subsidiaries; (ii) subject to obtaining the adoption of this Agreement assuming that all Consents contemplated by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)3.03(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof, except as listed in Section 3.03(b) of the Company Disclosure Letter; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution Assuming the accuracy of Section 5.06 and delivery that the Merger becomes effective in accordance with Section 251(h) of this Agreement by the Company does notDGCL, the execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Offer, the Merger and the other transactions contemplated by this Agreement, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of the Company or any Subsidiary of the Company, its Subsidiaries; (ii) subject to obtaining the adoption assuming that all Consents contemplated by clauses (i) through (v) of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)4.03(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Company Material Agreement to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to except in the case of each of clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution Except as set forth on ‎Section 4.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by the Company of this Agreement by and, assuming compliance with the matters referred to in ‎Section 4.03 and receipt of the Company does notShareholder Approval, the consummation of the transactions contemplated hereby, do not and performance of this Agreement by the Company will not: not (ia) assuming the Required Company Stockholders adopt this Agreementaccuracy of the representation in the last sentence of Section 5.08(a), contravene, conflict with, or result in any violation or breach of any provision of the articles of incorporation or bylaws of the Company (such documents, collectively, the “Company Organizational Documents”), (b) assuming the accuracy of the representation in the last sentence of Section 5.08(a), contravene, conflict with, or result in a violation or breach of any Applicable Law, (c) assuming the accuracy of the representation in Section 5.08(c), require any consent or other action by any Person under, constitute a default under, or cause or permit the termination, cancellation, or acceleration of any material right or obligation or the loss of any material benefit to which the Company or any of its Subsidiaries is entitled, in each case, with or violate without notice or the Company Charter Documents lapse of time or both, under any Subsidiary Charter Documents provision of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with Contract or violate any material Legal Requirement applicable to other instrument binding upon the Company or any of its Subsidiaries or by to which their respective properties or assets are subject, (d) assuming the accuracy of the representation in Section 5.08(c), result in the creation or imposition of any Lien (other than any Permitted Lien) on any asset of the Company or any of its Subsidiaries or (e) assuming the accuracy of the representation in Section 5.08(c), result in a violation of, a termination (or right of termination) or cancellation of, or default under, or the creation or acceleration of any obligation or the loss or reduction of a benefit under, any provision of any loan or credit agreement, note, bond, mortgage, indenture, or other Contract to which the Company or any of its Subsidiaries is a party or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s by which it or any of its Subsidiaries rights or materially alter the rights its or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the their respective properties or assets are bound, other than, in the case of the Company or any each of its Subsidiaries pursuant to, any Company Scheduled Contract, exceptclauses (b) through (e), as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution Except with respect to Contracts to be satisfied in full or terminated in connection with the Debt Refinancings, the execution, delivery and delivery performance by RTMMC of this Agreement by and each of the Company does Ancillary Agreements to which it is a party do not, and performance the consummation by RTMMC of this Agreement by the Company transactions contemplated hereby and thereby will not: not (ia) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with with, or violate result in any violation or breach of, the Company Charter Documents articles of organization or any Subsidiary Charter Documents the operating agreement of any Subsidiary of the CompanyRTMMC, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated contravene or conflict with, or result in Section 5.2 and compliance with the requirements set forth any violation or breach of, in Section 2.3(d), conflict with or violate any material Legal Requirement respect, any Laws, Orders or Permits applicable to the Company or any of its Subsidiaries RTMMC or by which the Company or any of its Subsidiaries the Purchased Assets are bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 2.05, Section 3.03 and Section 4.03 have been obtained or any of their respective properties is bound or affectedmade, or (iiic) result in any violation or breach of of, or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, (x) any RTMMC Material Contract or materially impair the Company’s (y) any other Contract to which RTMMC is a party or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on by which any of the properties or assets Purchased Assets are bound, other than in the case of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses this clause (iiy) and (iii), respectively, for any such conflictsviolation, violations, breaches, defaults breach or other occurrences which default that would not reasonably be material expected to the Company and its Subsidiariesbe, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate aggregate, material to RTMMC, (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under (x) any RTMMC Material Contract or (y) any other Contract to which RTMMC is a party or by which any of the Purchased Assets are bound, other than in the case of this clause (y) any such consent, approval, authorization, filing or notification that, if not obtainedobtained or made, would result not reasonably be expected to be, individually or in the aggregate, material to RTMMC; (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under (x) any RTMMC Material Contract or (y) any other Contract to which RTMMC is a loss of benefits to the Company party or by which any of its Subsidiaries the Purchased Assets are bound, other than in the case of this clause (y) any such termination, cancellation, amendment, modification or acceleration that would not reasonably be expected to be, individually or in the aggregate, material to RTMMC or (f) cause the Company and its Subsidiaries, taken as a wholecreation or imposition of any Liens (other than Permitted Liens) on the Purchased Assets.