Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant 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 Parent’s or Merger Sub’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 properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Parent and Acquisition Sub of this Agreement and the consummation by Parent and Merger Acquisition Sub does not, of the transactions contemplated hereby do not and performance of this Agreement by Parent and Merger Sub will not: not (i) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent and Acquisition Sub, (ii) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03 are obtained, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to ParentLaw or Order, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance Subsidiary of this Agreement and the consummation by Parent and Merger Sub Subsidiary of the transactions contemplated hereby do not and will not: , assuming compliance with the matters referred to in Sections 4.2 and 4.3, (ia) contravene or conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws by-laws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSubsidiary, (iib) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent, Merger Sub Parent or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iiic) result in any breach of or constitute a default (or an event that which with notice or lapse the passage of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of give rise to any third party under, or give to others any rights 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 Parent or any of its Significant Subsidiaries pursuant to, or to a loss of any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of, as to clauses (ii) and (iii)any agreement, respectively, for any such conflicts, violations, breaches, defaults contract or other occurrences which instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Parent or any of its Subsidiaries or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, 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, be reasonably be expected likely to have a Parent Material Adverse Effect. Section 3.3(b) The approval of the stockholders of Parent Disclosure Letter lists all consents, waivers and approvals under any is not required by applicable law or the rules of the NYSE to effect the transactions contemplated by this Agreement. To Parent’s knowledge as of the date of this Agreement, there is no Effect that would reasonably be expected to prevent, materially impede or any of its Significant Subsidiaries’ Contracts required to be obtained in connection materially interfere with the consummation by Parent or Merger Subsidiary of the transactions contemplated hereby, which, if individually or in Merger and the aggregate not obtained, would result in a Parent Material Adverse EffectTransactions.

Non-Contravention. The execution execution, delivery and delivery performance by each of Parent and the Merger Subs of this Agreement, the consummation by each of Parent or the Merger Subs of the Transactions and the compliance by each of Parent or the Merger Subs with any of the provisions of this Agreement by Parent does not and Merger Sub does notwill not (a) contravene, and performance of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of Parent or the Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSubs, (iib) subject assuming the Governmental Permits referred to compliance with the requirements set forth in Section 3.3(c) 5.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2any condition precedent to any such Governmental Permit has been satisfied or waived, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable Applicable Law or (c) assuming compliance with the matters referred to Parentin Section 5.03, Merger Sub or require any of Parent’s other Significant Subsidiaries or consent by which Parentany Person under, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedconstitute a default, or (iii) result in any breach of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any Contract, as to except in the case of clauses (iib) and (iii)c) above, respectively, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right, termination, amendment, acceleration, cancellation or other occurrences which loss that would not, individually or in the aggregate, reasonably be expected materially impair or delay the ability of Parent or the Merger Subs to have a Parent Material Adverse Effect. Section 3.3(b) of consummate the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse EffectTransactions.

Non-Contravention. The Except as set forth in Section 6.4(b) of the KCPL Disclosure Schedule, the execution and delivery of this Agreement by Parent and Merger Sub KCPL does not, and performance the consummation of this Agreement by Parent and Merger Sub the transactions contemplated hereby will not: , in any respect, violate, conflict with or result in a material breach of any provision of, or constitute a material default (with or without notice or lapse of time or both) under, or result in the termination or modification of, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any material lien, security interest, charge or encumbrance upon any of the properties or assets of KCPL or any of the KCPL Subsidiaries (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, is referred to herein as a "Violation" with respect to KCPL and such term when used in Article VII having a correlative meaning with respect to Western Resources and KGE) pursuant to any provisions of (i) conflict with the Restated Articles of Consolidation, by-laws or violate the Parent Charter Documents, the certificate similar governing documents of incorporation or bylaws of Merger Sub KCPL or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentthe KCPL Subsidiaries, (ii) subject to compliance with obtaining the requirements set forth KCPL Required Statutory Approvals and the receipt of the KCPL Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as defined in Section 3.3(c6.4(c)) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub KCPL or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant the KCPL Subsidiaries or any of their respective properties or assets or (iii) subject to obtaining the third-party consents set forth in Section 6.4(b) of the KCPL Disclosure Schedule (the "KCPL Required Consents"), any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which KCPL or any of the KCPL Subsidiaries is a party or by which it or any of its properties or assets may be bound or affected, except in the case of clause (ii) 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 Parent’s or Merger Sub’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 properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences Violation which would not, individually or in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent KCPL Material Adverse Effect.

Non-Contravention. The execution Except as set forth in Section 4.04 of the Parent Disclosure Schedule, the execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub the consummation of the transactions contemplated hereby do not and will not: not (i) contravene, conflict with with, or violate result in any violation or breach of any provision of the articles of incorporation or bylaws of Parent Charter Documents, or of the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSub, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.24.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement provision of any applicable to Parentlaw, Merger Sub statute, ordinance, rule, regulation, judgment, injunction, order or any of Parent’s other Significant Subsidiaries or by which Parentdecree, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in require any breach of consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, as franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, except for such contraventions, conflicts and violations referred to clauses in clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) and (iv) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Ramius and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Sub does notSubsidiary of the transactions contemplated hereby do not and will not (a) contravene, and performance conflict with, or result in any violation or breach of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, any provision of the certificate of incorporation formation or bylaws limited liability company agreement of Merger Sub Subsidiary, (b) contravene, conflict with, result in any violation or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe certificate of formation or limited liability company agreement of Ramius, (iic) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any violation or breach of any provision of applicable Law or any judgment, injunction, order or decree of any Governmental Authority with competent jurisdiction, (d) require any consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit 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 Ramius or Merger Subsidiary is entitled under any provision of any agreement or other instrument binding upon Ramius or Merger Subsidiary, or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Ramius or Merger Subsidiary or (e) result in the creation or imposition of a any Lien on any asset of the properties Ramius or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party Merger Subsidiary except, as to in the case of clauses (iib) and through (iiie), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which matters as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Ramius Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the transactions contemplated hereby by Parent the Company do not and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will not: not (i) assuming the authorizations, consents and approvals referred to in Section 4.03, contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentthe Company, (ii) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.24.03 are obtained, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of any Law or Order, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit 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 the Company or any of its Subsidiaries is entitled under, any provision of any agreement or other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries or (iv) result in the creation or imposition of a Lien any Lien, other than any Permitted Lien, on any asset of the properties or assets of Parent Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectivelywhich have not had, for any such conflicts, violations, breaches, defaults or other occurrences which and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Company Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance Subsidiary of this Agreement and the consummation by Parent and Merger Sub Subsidiary of the transactions contemplated hereby do not and will not: not (i) contravene, conflict with with, or violate result in any violation or breach of any provision of the Parent Charter Documents, the articles or certificate of incorporation incorporation, respectively, or bylaws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSubsidiary, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of any Applicable Law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Section 5.03, require any breach of consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, as to franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, with only such exceptions, 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 notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution Assuming compliance with the matters referred to in Section 5.03 and receipt of the Parent Shareholder Approval, the execution, delivery and performance by each of Parent, Bidco and each Merger Sub of this Agreement by Parent and Merger Sub does notthe consummation of the transactions contemplated hereby do not and will not (a) contravene, and performance conflict with, or result in any violation or breach of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate any provision of the Parent Charter Organizational Documents, the certificate of incorporation or bylaws of either Bidco or Merger Sub I or any other Significant Subsidiary Charter Documents the certificate of any Significant Subsidiary formation or limited liability company agreement of ParentMerger Sub II, (iib) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any violation or breach of any provision of any Applicable Law, (c) require any Consent or other action by any Person under, 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 Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under, any provision of any Contract binding on Parent or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (iib) and through (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as (i) has not had and would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(bEffect or (ii) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effectnot reasonably be expected to prevent, materially delay or materially impair the ability of Parent, Bidco or either Merger Sub to perform its obligations under this Agreement or to consummate the Mergers.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does notSubsidiary of this Agreement, and performance by Parent of this Agreement the Option Agreements, and the consummation by Parent and Merger Sub Subsidiary of the transactions contemplated hereby and thereby do not and will not: , assuming compliance with the matters referred to in Sections 4.2 and 4.3, (ia) contravene or conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws by-laws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSubsidiary, (iib) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent, Merger Sub Parent or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iiic) 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 Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights 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 Parent or any of its Significant Subsidiaries pursuant to, or to a loss of any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults contract or other occurrences which instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Parent or any of its Subsidiaries or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, or losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, have, or be reasonably be expected likely to have have, a Parent Material Adverse EffectEffect on Parent. Section 3.3(b) Neither Parent nor any Subsidiary of Parent is a party to any agreement that expressly limits the ability of Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any Subsidiary of its Significant Subsidiaries’ Contracts required Parent to be obtained compete in connection or conduct any line of business or compete with any Person or in any geographic area or during any period of time except to the consummation of the transactions contemplated herebyextent that any such limitation, which, if individually or in the aggregate not obtainedaggregate, would result in not have, or be reasonably likely to have, a Parent Material Adverse EffectEffect on Parent.

Non-Contravention. The execution execution, delivery and delivery performance by Hurricane of this Agreement and the consummation by Parent Hurricane of the transactions contemplated hereby do not and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentHurricane, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of any Applicable Law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Section 5.03, contravene, require any breach of consent, approval, authorization or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit 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 Hurricane or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon Hurricane or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Hurricane and its Subsidiaries or (iv) result in the creation or imposition of a any Lien on any asset of the properties or assets of Parent Hurricane or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract except for such contraventions, conflicts, violations and breaches referred to which Parent or any of its Significant Subsidiaries is a party except, as to clauses in clause (ii) and for such failures to obtain any such consent, approval, authorization or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) and (iv) that would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(bEffect (ignoring, for this purpose only, clause (vi) of that definition) on Hurricane or materially to impair or preclude the Parent Disclosure Letter lists all consents, waivers and approvals under any ability of Parent’s or any of its Significant Subsidiaries’ Contracts required Hurricane to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance Subsidiary of this Agreement and the consummation by Parent and Merger Sub Subsidiary of the transactions contemplated hereby do not and will not: not (ia) contravene, conflict with with, or violate result in any violation or breach of any provision of the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Organizational Documents of any Significant Subsidiary of ParentParent or Merger Subsidiary, (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c4.03(a) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in through Section 5.24.03(c), contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 4.03(a) through Section 4.03(c), require any consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, as franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (d) result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent or any of its Subsidiaries, except for such contraventions, conflicts and violations referred to in clause (b), such failures to obtain any such consent or other action referred to in clause (c), and such defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iic) and (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which that would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(bEffect on Parent or materially delay or impair the ability of Parent (or, in the event of a Subsidiary Merger Election, of each of Parent and Merger Subsidiary) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s to perform its obligations or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement by Parent and Merger Sub does do not, and performance the consummation of this Agreement by Parent and Merger Sub the transactions to which it is a party contemplated hereby will not: , (ia) violate or conflict with or violate result in any breach of any provision of the Parent Charter Documents, Constituent Documents of the certificate of incorporation or bylaws of Merger Sub Company or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentits Subsidiaries, (iib) subject to assuming receipt of the Requisite Stockholder Vote and compliance with the requirements set forth matters referred to in Section 3.3(c3.3 and Section 4.3 (and assuming the accuracy and completeness of Section 4.3(e)), violate or conflict with any provision of any applicable Law, Order or Company Permit, (c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, violate or conflict with or violate result in any material Legal Requirement applicable breach or constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to Parent, Merger Sub which the Company or any of Parent’s its Subsidiaries is entitled, or require consent by any Person under, any loan or credit agreement, note, mortgage, indenture, lease, Company Benefit Plan, or other Significant Subsidiaries agreement, obligation or instrument to which the Company or any Subsidiary of the Company is a party, or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries they or any of their respective properties is or assets may be bound or affectedaffected and the performance of which involves, alone or together with a series of other related loans, credit agreements, notes, mortgages, indentures, leases, Company Benefit Plans, agreements, obligations or instruments, annual consideration in excess of $250,000 or (iiid) result in any breach subject to the receipt of or constitute a default the Parent Insurance Approvals (or an event that with notice or lapse and assuming the accuracy and completeness of time or both would become a default) underSection 4.3(e)), or materially impair Parent’s or Merger Sub’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 or imposition of a any Lien on any asset of the properties or assets of Parent Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent except in the case of clause (b), (c) or any of its Significant Subsidiaries is a party except(d), as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s Effect or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement and the consummation by Parent and Merger Sub of the Transactions do not and will not: , assuming compliance with the matters referred to in Section 5.2 and Section 5.3, (ia) contravene or conflict with or violate the Parent Charter Documents, the constitute a violation of Parent’s memorandum of association or bye-laws or Merger Sub’s certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentbylaws, (iib) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any Law binding upon or applicable to Parent, Merger Sub Parent or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iiic) result in a breach of, require any breach of or consent under, constitute a default (or an event that with notice or lapse the passage of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights right of termination, amendmentcancellation, amendment 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 Parent or any of its Significant Subsidiaries pursuant to, or to a loss of any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of, as any agreement, contract or other instrument binding upon Parent or any of its Subsidiaries or any Permit or similar authorization held by Parent or any of its Subsidiaries, or (d) result in the creation or imposition of any Encumbrance (other than any Permitted Encumbrance) on any property or other asset of Parent or any of its Subsidiaries, except for such contraventions, conflicts or violations referred to clauses in clause (iib) and (iii), respectively, for any such conflicts, violations, or breaches, defaults consents, defaults, rights of termination, cancellations, amendments or other occurrences which would notaccelerations, losses or Encumbrances referred to in clause (c) or (d) that, individually or in the aggregate, has not had, and would not be reasonably be expected to have have, a Parent Material Adverse Effect. Section 3.3(b) The approval of the stockholders of Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts is not required by applicable Law to be obtained in connection with effect the consummation of Transactions (including the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectMerger).

Non-Contravention. The execution execution, delivery and delivery performance by each of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub the consummation of the transactions contemplated hereby do not and will not: not (i) contravene, conflict with with, or violate result in any violation or breach of any provision of the Parent Charter Organizational Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) 5.03 and obtaining the approval receipt of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Parent Stockholder Approval, contravene, conflict with or violate result in any material Legal Requirement applicable to Parentviolation or breach of any provision of any Applicable Law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Section 5.03 and receipt of the Parent Stockholder Approval, require any breach of Consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under, as to any provision of any Contract binding upon Parent or any of its Subsidiaries or any governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries, or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Parent and Buyer of this Agreement and the consummation by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval Buyer of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Transactions do not and will not (a) materially contravene, conflict with or violate result in any material Legal Requirement applicable violation or breach of any provision of the Parent Governing Documents, (b) assuming compliance with the matters referred to Parentin Section 4.03, Merger Sub cause or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of 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 Parent’s give rise to a right of, or Merger Sub’s rights result in, termination, cancellation, modification or materially alter the rights or obligations acceleration of any third party obligation or to the loss of a benefit or right 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 any Parent Permitted Lien) in or upon any of the properties, assets or rights of Parent, Buyer or any of their Subsidiaries under, or require any consent, waiver or approval of any Person, or result in the triggering of any material rights that the counterparty would not otherwise have or any Liabilities that the Company and its Subsidiaries would not otherwise have, pursuant to any provision of any contract that is material to Parent and its Subsidiaries, taken as a whole, (c) result in the revocation, invalidation or termination of any Parent Permit or (d) assuming compliance with the matters referred to in Section 4.03, violate or conflict with (i) any Law or Order applicable to Parent, Buyer or any of their Subsidiaries or by which Parent, Buyer or their Subsidiaries, or any of their respective properties or assets of Parent is bound or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (ii) any rule or regulation of the NYSE applicable to Parent other than, in the case of each of clauses (b), (c) and (iii)d) above, respectively, for any such conflicts, violations, breaches, defaults matters that would not have or other occurrences which would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement Agreement, the performance by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound covenants and obligations hereunder, the compliance by Parent and Merger Sub with the provisions hereof and the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Financing, do not and will not (a) violate or affectedconflict with any provision of the Constitutional Documents of Parent or Merger Sub, (b) violate, conflict with, or (iii) result in any the breach of 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, accelerate the performance required by, or materially impair Parent’s result in a right of termination or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub’s rights Sub is a party or materially alter by which Parent, Merger Sub or any of their properties or assets may be bound, (c) assuming the rights Consents referred to in Section 4.5 are obtained or obligations made, and, in the case of the consummation of the Merger, subject to obtaining the Parent Stockholder Approval, violate or conflict with any third party under, Law or give Order applicable to others Parent or Merger Sub or by which any rights of termination, amendment, acceleration their properties or cancellation of, 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 Parent or any Merger Sub, except in the case of its Significant Subsidiaries pursuant to, any Contract to which Parent or any each of its Significant Subsidiaries is a party except, as to clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Parent, and, from and after the accession thereof pursuant to Section 8.07, Merger Subsidiary and Successor Subsidiary, of this Agreement and the consummation by Parent and, from and after the accession thereof pursuant to Section 8.07, Merger Sub does not, Subsidiary and performance Successor Subsidiary of this Agreement by Parent the transactions contemplated hereby do not and Merger Sub will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws bylaws, or the certificate of Merger Sub formation or any other Significant Subsidiary Charter Documents of any Significant Subsidiary limited liability company agreement, of Parent, Merger Subsidiary or Successor Subsidiary, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.26.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of any Applicable Law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Section 6.03, require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, as franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of the Parent or any of its Subsidiaries, except for such contraventions, conflicts and violations referred to clauses in clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) and (iv) that would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consentsEffect on Parent, waivers and approvals under any of Parent’s Merger Subsidiary or any of its Significant Subsidiaries’ 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 Parent Material Adverse EffectSuccessor Subsidiary.

Non-Contravention. The execution execution, delivery and delivery performance by Cyclone of this Agreement and the consummation by Parent Cyclone of the transactions contemplated hereby do not and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentCyclone, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.24.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of any Applicable Law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Section 4.03, contravene, require any breach of consent, approval, authorization or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit 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 Cyclone or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon Cyclone or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Cyclone and its Subsidiaries or (iv) result in the creation or imposition of a any Lien on any asset of the properties or assets of Parent Cyclone or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract except for such contraventions, conflicts, violations and breaches referred to which Parent or any of its Significant Subsidiaries is a party except, as to clauses in clause (ii) and for such failures to obtain any such consent, approval, authorization or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) and (iv) that would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(bEffect (ignoring, for this purpose only, clause (vi) of that definition) on Cyclone or materially to impair or preclude the Parent Disclosure Letter lists all consents, waivers and approvals under any ability of Parent’s or any of its Significant Subsidiaries’ Contracts required Cyclone to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution Except as set forth on Section 5.04 of the Parent Disclosure Schedule, the execution, delivery and delivery performance by each of Parent, Merger Sub and Second Merger Sub of this Agreement by Parent and Merger Sub does not, the consummation of the transactions contemplated hereby do not and performance of this Agreement by Parent and Merger Sub will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of Parent, Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentand Second Merger Sub, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate result in a material violation or material breach of any material Legal Requirement applicable to Parentprovision of any Applicable Law or, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Section 5.03, require any breach of consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any Parent Material Contract or any license, as to clauses (ii) and franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent or any of its Subsidiaries, except in the case of (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) above as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s Effect or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with prevent or materially delay the consummation of the transactions contemplated herebyFirst Merger or the ability of each of Parent, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectMerger Sub and Second Merger Sub to fully perform any of its covenants and obligations under this Agreement.

Non-Contravention. The execution Except as set forth in Section 5.04 of the Parent Disclosure Letter, the execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance Subsidiary of this Agreement and the consummation by Parent and Merger Sub Subsidiary of the transactions contemplated hereby do not and will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSubsidiary, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of any law, Merger Sub rule, regulation, judgment, injunction, order or any of Parent’s other Significant Subsidiaries or by which Parentdecree, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, as franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of the Parent or any of its Subsidiaries, except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iiiii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which iv) that would notnot be reasonably expected to be, individually or in the aggregate, reasonably be expected material to have a Parent Material Adverse Effect. Section 3.3(b) or materially to impair the ability of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required Merger Subsidiary to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement by Parent and Merger Sub does the consummation of the transactions contemplated hereby do not and will not, and performance of this Agreement assuming shareholder approval as contemplated by Parent and Merger Sub will not: Section 4.19, (i) conflict with or violate the Parent Charter Documents, Memorandum of Association or Amended and Restated Bye-Laws of the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentCompany, (ii) subject to assuming compliance with the requirements matters referred to in Section 4.03, violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) except as set forth in Section 3.3(c) and obtaining the approval of Company SEC Filings filed prior to the Share Issuance date hereof, require any consent or other action by Parent’s stockholders as contemplated in Section 5.2any Person under, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant 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 Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give rise to others any rights right of termination, amendmentcancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under any provision of any agreement or other instrument binding upon the Company or any Subsidiary or any license, acceleration franchise, permit, certificate, approval or cancellation ofother similar authorization affecting, or relating in any way to, the assets or liabilities of the Company and its Subsidiaries or (iv) result in the creation or imposition of a any Lien on any asset of the properties or assets of Parent Company or any Subsidiary, except for, in the case of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses clause (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults failures to obtain any such consent or other occurrences which action, defaults, terminations, cancellations, accelerations, losses or Liens that would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) Effect or materially to impair the ability of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required Company to be obtained in connection with consummate the consummation of the transactions actions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement and the consummation by Parent and Merger Sub of the Transactions do not and will not: not (ia) contravene, conflict with with, or violate result in any violation or breach of any provision of the articles of incorporation or bylaws of Parent Charter Documents, or the certificate articles of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSub, (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.24.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement Law applicable to Parent or Merger Sub or any of their respective Subsidiaries or by which any asset of Parent or Merger Sub or any of their respective Subsidiary is bound or affected, or (c) conflict with, result in any breach, require any consent or action by another Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, amendment, cancellation, acceleration or require any payment under or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub or any of their respective Subsidiaries is entitled under any provision of any Contract applicable to Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or assets, or any Permit affecting, or relating in any way to, the assets or business of Parent and Merger Sub or (d) result in the creation or imposition of any Lien on any asset of Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedSubsidiaries, 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) undersuch exceptions, or materially impair Parent’s or Merger Sub’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 case of a Lien on any each of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (iib), (c) and (iii)d) above, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Xxxxxx and Xxxxxx Sub of this Agreement and the consummation by Parent Xxxxxx and Merger Sub does notof the transactions contemplated hereby do not and will not (a) contravene, and performance of this Agreement by Parent and Merger Sub will not: (i) conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent or Merger Sub, (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c5.03, contravene, conflict with, or result in a violation or breach of any provision of any Applicable Law or (c) and obtaining assuming compliance with the approval of the Share Issuance by Parent’s stockholders as contemplated matters referred to in Section 5.25.03, conflict with require payment or violate any material Legal Requirement applicable to Parentnotice to, Merger Sub or any of Parent’s consent or other Significant Subsidiaries or action by which Parentany Person under, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (breach or default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underviolation or breach of, or materially impair Parent’s give rise to any right of termination, suspension, cancellation, acceleration, payment or Merger Sub’s rights or materially alter the any other change of any 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 Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, or the loss of any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under any provision of any Contract binding on Parent or any of its Subsidiaries or any Permit affecting, or relating to, the assets or business of Parent and its Subsidiaries or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (iib) and through (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement and the consummation by Parent and Merger Sub of the Transactions do not and will not: not (ia) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent or Merger Sub, (iib) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.24.03 are obtained, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any applicable Law or Order, (c) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, require any consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under, any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (d) result in the creation or imposition of any Lien, other than any Permitted Lien and Liens contemplated by the Debt Financing, on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (iib), (c) and (iiid), respectivelywhich have not had, for any such conflicts, violations, breaches, defaults or other occurrences which and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have (x) a Parent Material Adverse Effect. Section 3.3(bEffect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse EffectMerger.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance Subsidiary of this Agreement Agreement, the Parent Ancillary Agreements and the consummation by Parent and Merger Sub Subsidiary of the transactions contemplated hereby and thereby do not and will not: not (ia) contravene or conflict with the articles of incorporation or certificate of incorporation, as the case may be, or by-laws of Parent or Merger Subsidiary, (b) assuming compliance with the matters referred to in Section 4.3, contravene or conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents constitute a violation of any Significant Subsidiary provision of Parentany law, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2regulation, conflict with judgment, injunction, order or violate any material Legal Requirement decree binding upon or applicable to Parent, Merger Sub Parent or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iiic) 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 Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights 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 Parent or any of its Significant Subsidiaries pursuant to, or to a loss of any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults contract or other occurrences which instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Parent or any of its Subsidiaries or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, or losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Effect on Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement provision of any applicable to ParentLaw, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in require any breach of consent or other action by any Person under, 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 Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, as franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, in each case except for such contraventions, conflicts and violations referred to clauses in clause (ii) and such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) and (iv) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Effect on Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement by Parent and Merger Sub does not, the consummation of the transactions contemplated hereby do not and performance of this Agreement by Parent and Merger Sub will not: not (i) contravene, conflict with with, or violate result in any violation or breach of any provision of the Parent Charter Documents, the certificate articles of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentthe Company, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedwith, or result in a violation or breach of any provision of any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree, (iii) result in require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become a default) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit 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 the Company or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries or (iv) result in the creation or imposition of a any Lien on any asset of the properties or assets of Parent Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract except for such contraventions, conflicts and violations referred to which Parent or any of its Significant Subsidiaries is a party except, as to clauses in clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clause (iii), respectively, ) and for any the creation or imposition of such conflicts, violations, breaches, defaults or other occurrences which Liens referred to in clause (iv) that would notnot be reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) Effect on the Company or materially to impair the ability of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required Company to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. (a) The execution execution, delivery and delivery performance by the Company of this Agreement by Parent and Merger Sub does notthe consummation of the transactions contemplated hereby and the execution, delivery and performance by the Company Bank of this the Bank Merger Agreement by Parent and Merger Sub the consummation of the transactions contemplated thereby, do not and will not: not (i) contravene, conflict with with, or violate result in any violation or breach of any provision of the Parent Charter Documents, the certificate articles of incorporation or bylaws or other governing documents of Merger Sub the Company or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentits Subsidiaries, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) Sections 5.3 and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.4, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement provision of any applicable to Parentlaw, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Sections 5.3 and 5.4, require any breach of consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit 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 the Company or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries or (iv) result in the creation or imposition of a any Lien on any asset of the properties or assets of Parent Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract except for such contraventions, conflicts and violations referred to which Parent or any of its Significant Subsidiaries is a party except, as to clauses in clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii) and (iv) that in the case of clause (ii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which (iii) and (iv) would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of Effect on the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse EffectCompany.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance Subsidiary of this Agreement and the consummation by Parent and Merger Sub Subsidiary of the transactions contemplated hereby do not and will not: not (ia) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSubsidiary, (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a entitled under any provision of any agreement or other instrument not otherwise terminable by the other party exceptthereto on 120 days’ or less notice without any penalty or payment binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (d) result in the creation or imposition of any Lien on any asset of the Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (b) through (d), as would not reasonably be expected to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would nothave, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Effect on Parent Disclosure Letter lists all consentsor prevent or materially impede, waivers and approvals under any of Parent’s interfere with, hinder or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with delay the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectMerger.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby do not and will not: not (ia) assuming compliance with the matters referred to in Section 5.3, contravene or conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSub, (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.4, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent, Merger Sub Parent or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iiic) 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 Parent’s or Merger Sub’s 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 Parent or any of its Significant Subsidiaries pursuant to, or to a loss of any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults contract or other occurrences instrument binding upon Parent or any of its Subsidiaries (the “Parent Agreements”) or any license, franchise, permit or other similar authorization held by Parent or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, or losses or Liens referred to in clause (c) or (d) which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. Except as disclosed in Section 3.3(b) 5.5 of the Parent Disclosure Letter lists all consentsSchedule, waivers and approvals under neither Parent nor any Subsidiary of Parent’s Parent is a party to any agreement that expressly limits the ability of Parent or any Subsidiary of its Significant Subsidiaries’ Contracts required Parent to be obtained compete in or conduct any line of business of the Company, or compete with any Person or in any geographic area or during any period of time in connection with therewith, except to the consummation of the transactions contemplated herebyextent that any such limitation, which, if individually or in the aggregate not obtainedaggregate, would result in not be reasonably likely to have a Parent Material Adverse EffectEffect on Parent after the Effective Time.

Non-Contravention. (a) The execution execution, delivery and delivery performance by Parent, Infiniti, Holdco and Merger Sub of this Agreement and the consummation by Parent Parent, Infiniti, Holdco and Merger Sub does of the Transactions do not and will not, assuming the authorizations, consents and performance of this Agreement by Parent and Merger Sub will not: approvals referred to in Section 4.03 are obtained, (i) contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of the organizational documents of Parent, Infiniti, Holdco or Merger Sub, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2contravene, conflict with or violate result in a violation or breach of any material Legal Requirement provision of any applicable to ParentLaw or Order, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit 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 Parent, Infiniti or any of their respective Subsidiaries is entitled under, any provision of any agreement or other instrument binding upon Parent, Infiniti or any of their respective Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent, Infiniti and their respective Subsidiaries, or (iv) result in the creation or imposition of a Lien any Lien, other than any Permitted Lien, on any asset of the properties or assets of Parent Parent, Infiniti or any of its Significant Subsidiaries pursuant totheir respective Subsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectivelywhich have not had, for any such conflicts, violations, breaches, defaults or other occurrences which and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have (x) a Parent Material Adverse Effect. Section 3.3(bEffect or a Material Adverse Effect (as defined in the Investment Agreement) of or (y) an effect that would prevent, materially delay or materially impair the Parent Disclosure Letter lists all consents, waivers and approvals under any ability of Parent’s , Infiniti, Holdco or any of Merger Sub to perform its Significant Subsidiaries’ Contracts required obligations under this Agreement or to be obtained in connection with consummate the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectMerger.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does notexecution, delivery, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, including the Debt Financing, do not and will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any violation or breach of, the certificate of incorporation, articles of incorporation or bylaws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Sub; (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance Consents contemplated by Parent’s stockholders as contemplated in clauses (i) through (v) of Section 5.24.02(c) have been obtained or made, conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant 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 Parent’s or Merger Sub’s rights any of its 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 Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party 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 notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of material adverse effect on Parent’s or any of its Significant Subsidiaries’ Contracts required and Merger Sub’s ability to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.

Non-Contravention. The execution and delivery of this Agreement by Parent and Merger Sub does do not, and performance the consummation of this Agreement by Parent the transactions contemplated hereby and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2provisions hereof will not, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant 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 Parent’s or Merger Sub’s 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 Parent or any of its Significant the Parent Subsidiaries pursuant tounder, any Contract provision of (i) the Restated Certificate of Incorporation or bylaws of Parent, each as amended through the date hereof (the "PARENT CHARTER DOCUMENTS") or the comparable organizational documents of Sub or the Parent Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to which Parent or Sub or any of their 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 Parent or any of its Significant the Parent Subsidiaries is a party exceptor their respective properties or assets, as to other than, in the case of clauses (ii) and (iii), respectively, for any such conflicts, violationsviolations or defaults, breaches, defaults rights or other occurrences which would not, Liens that individually or in the aggregateaggregate would not have, or would not be reasonably likely to have, a material adverse effect on Parent or Sub and would not, or would not be expected reasonably likely to, materially impair the ability of Parent and Sub to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s perform their respective obligations hereunder or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with prevent the consummation of any of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the Transactions by Parent the Company do not and Merger Sub does notwill not (a) assuming the authorizations, consents and performance approvals referred to in Section 4.03 are obtained, contravene, conflict with, or result in any violation or breach of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, any provision of the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentthe Company, (iib) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.24.03 are obtained, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any applicable Law or Order, (c) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, require any consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit 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 the Company or any of its Subsidiaries is entitled under, any provision of any agreement or other instrument binding upon the Company or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries or (d) result in the creation or imposition of a Lien any Lien, other than any Permitted Lien, on any asset of the properties or assets of Parent Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party 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 notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have (x) a Parent Company Material Adverse Effect. Section 3.3(bEffect or (y) an effect that would prevent, materially delay or materially impair the ability of the Parent Disclosure Letter lists all consents, waivers and approvals Company to perform its obligations under any of Parent’s this Agreement or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with consummate the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectMerger.

Non-Contravention. The execution and delivery by each of Parent, Merger Subsidiary and Merger Subsidiary Two of this Agreement by Parent and Merger Sub does do not, and the performance by each of this Agreement by Parent Parent, Merger Subsidiary and Merger Sub Subsidiary Two of its obligations hereunder and the consummation by each of Parent, Merger Subsidiary and Merger Subsidiary Two of the transactions contemplated hereby will not: , (ia) conflict with or violate any provision of the Articles of Incorporation or Bylaws of Parent Charter Documentsas in effect on the date hereof, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents equivalent organizational or governing documents of any Significant Subsidiary Subsidiaries of Parent, as in effect on the date hereof, (iib) subject to compliance with the requirements set forth assuming that all consents, approvals, authorizations and other actions described in Section 3.3(c) 5.03 have been obtained prior to the Effective Time and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated all filings and notifications described in Section 5.25.03 have been made and any waiting periods thereunder have terminated or expired prior to the Effective Time, conflict with or violate any material Legal Requirement Applicable Law applicable to Parent, Merger Sub Subsidiary or any of Parent’s other Significant Subsidiaries Merger Subsidiary Two or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is or assets are bound or affected(c) require any consent or approval under, or (iii) result in any breach of or any loss of any benefit under, 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 Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien any Liens on any property or asset of the properties or assets of 41 Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party or by which any of their respective properties or assets are bound, except, as with respect to clauses (iib) and (iiic), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which that would not, individually or in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement and the consummation by Parent and Merger Sub of the Transactions do not and will not: not (ia) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent or Merger Sub, (iib) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03 are obtained, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any applicable Law or Order, (c) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under, any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (d) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (iib), (c) and (iiid), respectivelywhich have not had, for any such conflicts, violations, breaches, defaults or other occurrences which and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have (x) a Parent Material Adverse Effect. Section 3.3(bEffect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse EffectMerger.

Non-Contravention. The execution execution, delivery and delivery performance by the Parent, the Purchaser and Xxxxxxx of this Agreement and the consummation by Parent the Parent, the Purchaser and Xxxxxxx of the Merger Sub does not, do not and performance of this Agreement by Parent and Merger Sub will not: not (ia) contravene or conflict with the certificate of formation or violate operating agreement of the Parent Charter Documents, or the certificate of incorporation or bylaws by-laws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentthe Purchaser, (iib) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval assuming that all of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Parent Required Governmental Consents are obtained, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Parent, Merger Sub any Parent Subsidiary or any of Parent’s other Significant Subsidiaries or by which ParentXxxxxxx, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iiic) result in any breach of or constitute a default under or give rise to a right of termination, cancellation or acceleration (with or an event that with without due notice or lapse of time or both would become a defaultboth) underof any right or obligation of the Parent, any Parent Subsidiary or Xxxxxxx, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations to a loss of any third party underbenefit or status to which the Parent, any Parent Subsidiary or Xxxxxxx, is entitled under any provision of any agreement, contract or other instrument binding upon the Parent, any Parent Subsidiary or Xxxxxxx, or give to others any rights of terminationlicense, amendmentfranchise, acceleration permit or cancellation ofother similar authorization held by the Parent, any Parent Subsidiary or Xxxxxxx, or (d) result in the creation or imposition of a any Lien on any asset of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toParent, any Contract to which Parent Subsidiary or any Xxxxxxx, other than, in the case of its Significant Subsidiaries is a party excepteach of (b), as to clauses (iic) and (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which items that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement do not and will not: not (i) contravene or conflict with with, or violate result in any violation or breach of, any provision of the organizational documents of either Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Sub; (ii) subject to compliance with the requirements set forth contravene or conflict with, or result in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2any violation or breach of, conflict with any Laws or violate any material Legal Requirement Orders applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant its Subsidiaries or by which Parent, any assets of Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is Subsidiaries (“Parent Assets”) are bound (assuming that all consents, approvals, authorizations, filings and notifications described in this Section 4.5 have been obtained or affected, or made); (iii) result in any violation or breach of or loss of a benefit under, or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, any Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or materially impair Parent’s understanding (whether written or Merger Sub’s rights oral) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement (a “Parent Contract”); (iv) require any consent, approval or materially alter the other authorization of, or filing with or notification to, any Person under any Parent Contract; (v) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under any Parent Contracts, including any obligation to purchase, license or sell assets or securities; or (vi) cause the creation or imposition of any third party underLiens on any Parent Assets, or give to others any rights of terminationexcept, amendment, acceleration or cancellation of, or result in the creation cases of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (ii) and through (iiivi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent an Acquiror Material Adverse Effect.

Non-Contravention. (a) The execution execution, delivery and delivery performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby and Merger Sub does notthe execution, delivery and performance of this Agreement by Parent Bank of the Bank Merger Agreement and Merger Sub the consummation of the transactions contemplated thereby, do not and will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Merger Sub Parent or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentParent Bank, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) Sections 6.3 and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.26.4 contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of any law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Sections 6.3 and 6.4, require any breach of consent or other action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, as franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of the Parent or any of its Subsidiaries, except for such contraventions, conflicts and violations referred to clauses in clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) and (iv) that would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Effect on Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance Subsidiary of this Agreement and the consummation by Parent and Merger Sub Subsidiary of the transactions contemplated hereby do not and will not: not (ia) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSubsidiary, (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming compliance with the matters referred to in Section 5.03, require any consent or approval by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other adverse change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, as to franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (d) result in the creation or imposition of any Lien, other than Permitted Liens, on any asset of Parent or any of its Subsidiaries, except in the case of clauses (iib) and through (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would notnot be reasonably expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) Effect or materially impair the ability of Parent or Merger Subsidiary to consummate the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse EffectMerger.

Non-Contravention. The execution Except as set forth on Section 4.04 of the Company Disclosure Letter, the execution, delivery and delivery performance by the Company of this Agreement and the consummation of the Merger by Parent the Company do not and Merger Sub does will not, assuming the authorizations, consents and performance of this Agreement by Parent and Merger Sub will not: approvals referred to in Section 4.03 are obtained, (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentthe Company, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of (A) any Law or (B) any order, Merger Sub writ, decree, consent decree, judgment, award, injunction, settlement or stipulation issued, promulgated, made, rendered or entered into by or with any Governmental Authority (in each case, whether temporary, preliminary or permanent) (any of Parent’s other Significant Subsidiaries or the foregoing described by which Parentclause (B), Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedan “Order”), or (iii) result in require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or materially impair Parent’s or Merger Sub’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 cause or permit the termination, cancellation or acceleration of any right or obligation under, any provision of any agreement, arrangement, contract, understanding, instrument, note, bond, mortgage, indenture, deed of trust, lease, license or other commitment, whether written or oral (a “Contract”) binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries or (iv) result in the creation or imposition of a Lien any Lien, other than any Permitted Lien, on any asset of the properties or assets of Parent Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectivelywhich have not had, for any such conflicts, violations, breaches, defaults or other occurrences which and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Company Material Adverse Effect.

Non-Contravention. (a) The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance Subsidiary of this Agreement and the consummation by Parent and Merger Sub Subsidiary of the transactions contemplated hereby do not and will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Parent or the certificate of formation or limited liability company agreement of Merger Sub Subsidiary, (ii)(A) contravene, conflict with, or result in any other Significant Subsidiary Charter Documents violation or breach of any Significant Subsidiary provision of the comparable organizational documents of any of Parent’s Significant Subsidiaries (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), or (B) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Subsidiaries other than its Significant Subsidiaries or Merger Subsidiary (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), (iiiii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.24.03, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any Applicable Law, (iv) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under (A) any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries, as to or (B) any Parent Communications License or other Governmental Authorization held by, affecting, or relating in any way to, the assets or business of Parent or any of its Subsidiaries, or (v) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only those exceptions in the case of clauses (iiii)(B) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which iii)-(v) as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Effect (which term shall be interpreted, for purposes of this Section 3.3(b4.04, without clauses (iv) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or (vi) in the aggregate not obtained, would result in a Parent Material Adverse Effectdefinition thereof).

Non-Contravention. The execution execution, delivery and delivery performance by each of Parent, Merger Sub 1 and Merger Sub 2 of this Agreement by Parent and Merger Sub does not, the consummation of the transactions contemplated hereby do not and performance of this Agreement by Parent and Merger Sub will not: not (i) contravene, conflict with with, or violate result in any violation or breach of any provision of the Parent Charter Organizational Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) 5.03 and obtaining the approval receipt of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Parent Stockholder Approval, contravene, conflict with or violate result in any material Legal Requirement applicable to Parentviolation or breach of any provision of any Applicable Law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Section 5.03 and receipt of the Parent Stockholder Approval, require any breach of Consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under, as to any provision of any Contract binding upon Parent or any of its Subsidiaries or any governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries, or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by IDC and Acquisition Subsidiary of this Agreement and the consummation by Parent IDC and Merger Sub does not, Acquisition Subsidiary of the Transactions do not and performance of this Agreement by Parent and Merger Sub will not: (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation incorporation, bylaws, stockholders agreement or bylaws other governing instrument of Merger Sub IDC or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Acquisition Subsidiary; (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.3, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement provision of any applicable to Parentlaw, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parentstatute, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedordinance, rule, regulation, judgment, injunction, order, or decree; (iii) result in require any breach of consent or other action by any Person under, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become constitute a default) under, or materially impair Parent’s cause or Merger Sub’s rights permit the termination, cancellation, acceleration, triggering or materially alter the rights or obligations other change of any third party underright or obligation or the loss of any benefit to which IDC or Acquisition Subsidiary is entitled, except as set forth on Schedule 5.4 of the IDC Disclosure Schedules, under (A) any provision of any agreement or other instrument binding upon IDC or Acquisition Subsidiary, or give to others (B) any rights of terminationlicense, amendmentfranchise, acceleration permit, certificate, approval or cancellation other similar authorization held by, or affecting, or relating in any way to, the assets or business of, IDC or Acquisition Subsidiary; or (iv) result in the creation or imposition of a any Lien on any asset of IDC or Acquisition Subsidiary, other than such exceptions in the properties or assets case of Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to clauses (ii) and through (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which iv) as would not, individually or in the aggregate, be reasonably be expected to have a Parent IDC Material Adverse Effect. Section 3.3(b) Effect or to materially impact or delay the ability of IDC or Acquisition Subsidiary to consummate the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse EffectTransactions.

Non-Contravention. The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement the Transaction Agreements, as applicable, by each of Parent and Merger Acquisition Sub does not and will not: not (ia) conflict with or violate its certificate of incorporation or by-laws or comparable governing documents, (b) conflict with or violate the Parent Charter Documents, the certificate governing documents of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (iic) subject to compliance with the requirements set forth in assuming that all consents, approvals and authorizations contemplated by Section 3.3(c) 5.4 have been obtained and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2all filings described therein have been made, conflict with or violate any material Legal Requirement Law applicable to Parent, Merger Acquisition Sub or any of Parent’s other Significant their Subsidiaries or by which Parent, Merger Sub it or any of Parent’s other Significant Subsidiaries or any of their respective its properties is are bound or affected, or (iiid) result in any breach or violation 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 Parent’s or Merger Sub’s rights or materially alter result in the rights or obligations loss of any third party a benefit under, or give rise to others any rights right of termination, amendmentcancellation, recapture, amendment or acceleration or cancellation of, or result in the creation of a Lien on performance under, any of the properties note, bond, mortgage, indenture, contract, agreement, lease, license, permit or assets of Parent other instrument or obligation to which Parent, Acquisition Sub or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or any of its Significant their Subsidiaries is a party or by which Parent, Acquisition Sub or any of their Subsidiaries or its or any of their properties are bound, except, as to in the case of clauses (b), (c), and (d) of this Section 5.3 for any such conflict, violation, breach, default, loss, right or other occurrence which would not (i) prevent or materially delay the consummation of the transactions contemplated by the Transaction Agreements, or (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The Neither the execution and delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement Subsidiary nor the consummation by Parent and Merger Sub Subsidiary of the transactions contemplated hereby, nor compliance by Parent and Merger Subsidiary with any of the terms or provisions of this Agreement, will not: (ia) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws bylaws, each as amended, of each of Parent and Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSubsidiary, (iib) subject assuming that the Consents, registrations, declarations, filings and notices referred to compliance with the requirements set forth in Section 3.3(c) 5.03 have been obtained or made and obtaining assuming the approval of the Share Issuance by Parent’s stockholders as contemplated representations and warranties in Section 5.24.29 are complete and correct, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parent, Merger Sub or provision of any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, Applicable Law or (iiic) require any consent or other action by any Person under, violate, conflict with or result in any breach of any provision of, or loss of any benefit, 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) , under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, cause or give rise to others any rights right of termination, amendmentcancellation, acceleration or cancellation ofother change of any right or obligation or the loss of any Contract that is material to the business of Parent and its Subsidiaries, taken as a whole, to which Parent or any of its Subsidiaries is a party or which binds or affects their respective properties or assets, or result in the creation of a Lien on Lien, other than any Permitted Lien, upon any of the properties property or assets of Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any with only such exceptions, in the case of its Significant Subsidiaries is a party except, as to each of clauses (iib) and (iiic), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would notnot reasonably be expected to, individually or in the aggregate, reasonably (A) be expected material to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consentsand its Subsidiaries, waivers taken as a whole, and approvals (B) prevent the ability of Parent or Merger Subsidiary to perform their respective obligations under any of Parent’s this Agreement or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with consummate the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectMerger.

Non-Contravention. The execution execution, delivery and delivery performance by each of Parent, Merger Sub 1 and Merger Sub 2 of this Agreement by Parent and Merger Sub does not, the consummation of the Transactions to which it is a party do not and performance of this Agreement by Parent and Merger Sub will not: not (i) contravene, conflict with with, or violate result in any violation or breach of any provision of the Parent Charter Organizational Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with assuming the requirements set forth in Section 3.3(creceipt or making (as applicable) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Company Governmental Authorizations and the Parent Governmental Authorizations and the receipt of the Company Stockholder Approval, contravene, conflict with or violate result in any material Legal Requirement applicable to Parentviolation or breach of any provision of any Applicable Law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in assuming the receipt or making (as applicable) of the Company Governmental Authorizations and the Parent Governmental Authorizations and the receipt of the Company Stockholder Approval, require any breach of Consent or other action by any Person under, 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, give rise to a payment obligation or other liability under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under, any provision of any Contract binding upon Parent or any of its Subsidiaries, any governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the of Parent or any of its Subsidiaries or any of its or their respective assets or businesses or any Parent Permit, or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses ‎(ii) through ‎(iv), as has not had and would not reasonably be expected to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would nothave, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement and the consummation by Parent and Merger Sub of the Transactions do not and will not: , assuming compliance with the matters referred to in Section 5.3, (ia) contravene or conflict with Parent’s articles of incorporation or violate the Parent Charter Documents, the bylaws or Merger Sub’s certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentbylaws, (iib) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any Law binding upon or applicable to Parent, Merger Sub Parent or any of Parent’s other Significant Subsidiaries or by which Parentits Subsidiaries, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iiic) result in a breach of, require any breach of or consent under, constitute a default (or an event that with notice or lapse the passage of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of give rise to any third party under, or give to others any rights right of termination, amendmentcancellation, amendment 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 Parent or any of its Significant Subsidiaries pursuant to, or to a loss of any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of, as any agreement, contract or other instrument binding upon Parent or any of its Subsidiaries or any Permit or similar authorization held by Parent or any of its Subsidiaries or (d) result in the creation or imposition of any Encumbrance (other than any Permitted Encumbrance) on any property or other asset of Parent or any of its Subsidiaries, except for such contraventions, conflicts or violations referred to clauses in clause (iib) and or breaches, consents, defaults, rights of termination, cancellations, amendments or accelerations, losses or Encumbrances referred to in clause (iiic) or (d), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would notin each case that, individually or in the aggregate, has not had, and would not be reasonably be expected likely to have have, a Parent Material Adverse Effect. Section 3.3(b) The approval of the stockholders of Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts is not required by applicable Law to be obtained in connection with effect the consummation of Transactions (including the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse EffectMerger).

Non-Contravention. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub does not, of their respective covenants and performance obligations under this hereunder and the consummation of this Agreement by Parent the transactions contemplated hereby do not and Merger Sub will not: not (i) violate or conflict with or violate the Parent Charter Documents, any provision of the certificate of incorporation or bylaws or other constituent documents of Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of ParentSub, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2violate, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any breach breach, impermissible assignment or non-transferability 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 Parent’s 's or the Merger Sub’s '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 result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent, Merger Sub or any of their properties or assets may be bound, (iii) assuming compliance with the matters referred to in Section 3.4, violate or conflict, in any material respect, with any law or order applicable to Parent or Merger Sub or by which any of their 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 Parent or any Merger Sub, except in the case of its Significant Subsidiaries pursuant to, any Contract to which Parent or any each of its Significant Subsidiaries is a party except, as to clauses (ii), (iii) and (iii), respectivelyiv) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s prevent or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with materially delay the consummation of the transactions contemplated hereby, which, if individually by this Agreement or in the aggregate not obtained, would result in a ability of Parent Material Adverse Effectand Merger Sub to fully perform their respective covenants and obligations under this Agreement.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation of the transactions contemplated by Parent and Merger Sub does not, and performance of this Agreement by Parent do not and Merger Sub will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation incorporation, bylaws or bylaws analogous organizational documents of Merger Sub the Company or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentthe Company, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.24.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement provision of any applicable to Parentlaw, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parentstatute, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedordinance, rule, regulation, judgment, injunction, order, or decree, (iii) result in require any breach of consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit 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 the Company or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries or (iv) result in the creation or imposition of a any Lien on any asset of the properties or assets of Parent Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract except for those contraventions, conflicts and violations referred to which Parent or any of its Significant Subsidiaries is a party except, as to clauses in clause (ii) and for those failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) and (iv) that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. Section 3.3(bEffect (excluding, for this purpose, exception (vi) of from the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effectdefinition thereof).

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby do not and will not: not (i) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent and Merger Sub, (ii) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03 are obtained, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parent, Merger Sub Law or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, Order or (iii) result assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, as to franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and any of its Subsidiaries, in the case of each of clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Xxxxxx and Xxxxxx Sub of this Agreement and the consummation by Parent Xxxxxx and Merger Sub does notof the transactions contemplated hereby do not and will not (a) contravene, and performance of this Agreement by Parent and Merger Sub will not: (i) conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent or Merger Sub, (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2‎Section 5.03, contravene, conflict with, or result in a violation or breach of any provision of any Applicable Law or (c) assuming compliance with the matters referred to in ‎ ‎Section 5.03, require payment or violate any material Legal Requirement applicable to Parentnotice to, Merger Sub or any of Parent’s consent or other Significant Subsidiaries or action by which Parentany Person under, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (breach or default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underviolation or breach of, or materially impair Parent’s give rise to any right of termination, suspension, cancellation, acceleration, payment or Merger Sub’s rights or materially alter the any other change of any 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 Parent or any of its Significant Subsidiaries pursuant toSubsidiaries, or the loss of any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under any provision of any Contract binding on Parent or any of its Subsidiaries or any Permit affecting, or relating to, the assets or business of Parent and its Subsidiaries or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (iib) and through (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement and the other documents hereunder by the Parent, the performance by the Parent of its covenants and Merger Sub does notobligations hereunder, and performance the consummation of this Agreement by Parent the Transactions and Merger Sub will not: other transactions contemplated hereby do not (ia) violate or conflict with or violate the Parent Charter Documents, any provision of the certificate of incorporation incorporation, bylaws or bylaws other similar organizational documents of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of the Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries Holdings or any of their respective properties is bound or affectedSubsidiaries; (b) violate, or (iii) conflict with, result in any the breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, or materially impair Parent’s or Merger Sub’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 ofpursuant to, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Parent is a party or by which the Parent or any of its properties or assets may be bound or any Material Holdings Contract, Holdings Lease, or Holdings IP Contract; (c) assuming the consents, approvals and authorizations referred to in Section 4.4 have been obtained, violate or conflict with any Law or Order applicable to the Parent, Holdings or their 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 Parent the Parent, Holdings or any their Subsidiaries, except in the case of its Significant Subsidiaries pursuant to, any Contract to which Parent or any each of its Significant Subsidiaries is a party except, as to clauses (iib), (c) and (iii)d) for such violations, respectively, for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations or other occurrences which Liens that would not, individually or in the aggregate, not reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Pxxxxx and Merger Sub of this Agreement and the consummation by Parent and Merger Sub does of the Transactions do not and will not, assuming the authorizations, consents and performance of this Agreement by Parent and Merger Sub will not: approvals referred to in Section 4.03 are obtained, (ia) contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent or Merger Sub, (iib) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any applicable Law or Order, (c) require any consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under, any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries, or (d) result in the creation or imposition of any Lien, other than any Parent Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (iib), (c) and (iiid), respectivelywhich have not had, for any such conflicts, violations, breaches, defaults or other occurrences which and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have (x) a Parent Material Adverse Effect. Section 3.3(bEffect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent or Merger Sub to perform its obligations under this Agreement or to implement the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse EffectScheme.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement and the consummation by Parent and Merger Sub of the Transactions do not and will not: not (ia) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent or Merger Sub, (iib) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.24.03 are obtained, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any applicable Law or Order, (c) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, require any consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under, any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (d) result in the creation or imposition of any Lien, other than any Permitted Lien and Liens contemplated by the Debt Financing, on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (iib), (c) and (iiid), respectivelywhich have not had, for any such conflicts, violations, breaches, defaults or other occurrences which and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each Seller of this Agreement by Parent and Merger Sub does noteach of the Ancillary Agreements to which it is a party, and performance the consummation of this Agreement the transactions contemplated hereby and thereby by Parent Sellers and Merger Sub their Affiliates, do not and will not: not (i) conflict with respect to each Seller and its Affiliates, violate any provision of the Governing Documents of such Sellers or violate the Parent Charter Documentstheir Affiliates, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents resolution adopted by the board of directors or the shareholders of any Significant Subsidiary of Parentsuch Seller or its Affiliates, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the violation or 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 Parent’s or Merger Sub’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 termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any material right or obligation of any Sellers or their Affiliates under, or result in a Lien on loss of any of the properties or assets of Parent benefit to which any Seller or any of its Significant Subsidiaries pursuant toAffiliates is entitled under, any Contract Contract, or result in the imposition or creation of any Encumbrance, except for Permitted Encumbrances, upon or with respect to any of the Transferred Assets, (iii) violate or result in a breach or constitute a default under any Applicable Law to which Parent any Seller or any of its Significant Subsidiaries Affiliates is a party exceptsubject, as or under any Governmental Authorization held by any Seller or any of its Affiliates or related to clauses the Business, (iiiv) and result in any shareholder of any Seller or any of its Affiliates having the right to exercise dissenters’ appraisal rights, or (v) give any Government Entity or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise or obtain any relief under any Law to which any Seller or any of its Affiliates or the Transferred Assets is subject other than, in the case of clause (iii), respectively, for any such conflicts, violations, breaches, defaults terminations, defaults, cancellations, accelerations, losses, violations or other occurrences which Encumbrances that would not, individually or in the aggregate, reasonably be expected to not have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance of this Agreement the Transaction Documents by each of Parent and Merger Sub does not, and performance the consummation by each of this Agreement by Parent and Merger Sub of the transactions contemplated by the Transaction Documents, do not and at the Closing will not: (i) contravene or conflict with with, or violate the Parent Charter Documentsresult in any material violation or material breach of, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Organizational Documents of any Significant Subsidiary of Parent, Parent or Merger Sub; (ii) subject to compliance with the requirements set forth in clauses (i)-(v) of Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.02(c), conflict with or violate any material Legal Requirement Law applicable to Parent, Parent or Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound properties, assets or affected, or rights; (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter the rights or obligations of require any third party Consent 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 Parent or any of its Significant Subsidiaries pursuant to, any Contract to which Parent or Merger Sub are a party or otherwise bound, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any Contract or Permit of Parent or Merger Sub; or (iv) result in the creation of any Lien (other than Permitted Liens) on any of its Significant Subsidiaries is a party the properties, assets or rights of Parent or Merger Sub, except, as to in the case of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, failures to obtain Consent or other occurrences which would notcreation of any Liens, in each case, individually or in the aggregate, would not reasonably be expected to prevent, materially delay or have a material adverse effect on the ability of Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required Merger Sub to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in by the aggregate not obtained, would result in a Parent Material Adverse EffectTransaction Documents.

Non-Contravention. The execution execution, delivery and delivery performance by each of this Agreement by Parent and Merger Sub does notof this Agreement, and performance by each of this Agreement by Parent and Merger Sub Direct Sale Purchaser of the Separation Agreement and the Ancillary Agreements to which it is contemplated to be a party, and the consummation of the transactions contemplated hereby or thereby do not and will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or Direct Sale TABLE OF CONTENTS Purchaser, (ii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of Parent’s any Applicable Law, (iii) assuming compliance with the matters referred to in Section 5.03, require any consent or other Significant Subsidiaries action by any Person under, constitute a breach or by default (or an event which, with the giving of notice or lapse of time, or both, would become a breach or event of default) under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries Sub, Direct Sale Purchaser or any of their respective properties Subsidiaries is bound entitled under any provision of any agreement or affectedother instrument binding upon Parent, Merger Sub, Direct Sale Purchaser or any of their respective Subsidiaries, including any Parent Material Contract, or (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 Parent’s or Merger Sub’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 or imposition of a any Lien on any asset of the properties or assets of Parent Parent, Merger Sub, Direct Sale Purchaser or any of its Significant Subsidiaries pursuant totheir respective Subsidiaries, any Contract to which Parent or any with only such exceptions, in the case of its Significant Subsidiaries is a party except, as to each of clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s Effect or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with prevent or materially delay the consummation by Parent, Merger Sub or Direct Sale Purchaser of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance Corp of this Agreement and the consummation by Parent and Merger Sub Corp of the transactions contemplated hereby do not and will not: not (i) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent and Merger Corp, (ii) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03 are obtained, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to ParentLaw or Order, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have (x) a Parent Material Adverse Effect. Section 3.3(bEffect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse EffectMerger.

Non-Contravention. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub does notof their respective covenants and obligations hereunder, and the consummation of the Merger and the other transactions contemplated hereby do not (a) violate or conflict with any provision of the Organizational Documents of Parent or Merger Sub; (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 (or an event that, with notice or lapse of time or both, would become a default) pursuant to, or result in the termination of, or accelerate the performance required by, or result in a right of this Agreement by termination or acceleration, vesting, amendment or cancellation pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent and or Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries is a party or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries their properties or assets may be bound; (c) assuming the consents, approvals and authorizations referred to in Section 4.4 have been obtained, violate or conflict with any Law or order applicable to Parent or Merger Sub or by which 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 Parent’s or Merger Sub’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 lien (other than Permitted Liens) upon any of the properties or assets of Parent or any Merger Sub, except in the case of its Significant Subsidiaries pursuant to, any Contract to which Parent or any each of its Significant Subsidiaries is a party except, as to clauses (iib), (c) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which d) as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of Parent, Merger Sub Inc. and Merger Sub LLC of this Agreement by Parent and Merger Sub does notthe Ancillary Agreements to which such Person is or is specified to be a party, and performance the consummation of this Agreement by Parent the Transactions, do not and Merger Sub will not: (ia) conflict with or violate assuming receipt of the Parent Charter Documents, the certificate Shareholder Approval and approval of incorporation or bylaws Parent in its capacity as sole stockholder of Merger Sub Inc. and sole member of Merger Sub LLC, contravene, conflict with, or result in any other Significant Subsidiary Charter Documents violation or breach of any Significant Subsidiary provision of Parent, the Parent Organizational Documents; (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) 4.03 and obtaining receipt of the Parent Shareholder Approval and approval of the Share Issuance by Parent’s stockholders Parent in its capacity as contemplated in Section 5.2sole stockholder of Merger Sub Inc. and sole member of Merger Sub LLC, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any violation or breach of any provision of any Applicable Law; (c) assuming compliance with the matters referred to in Section 4.03 and receipt of the Parent Shareholder Approval and approval of Parent in its capacity as sole stockholder of Merger Sub Inc. and sole member of Merger Sub LLC, require any Consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under, any provision of any Parent Material Contract binding upon Parent or any of its Subsidiaries; or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with such exceptions, in the case of each of clauses (b) through (d), as (i) has not had and would not reasonably be expected to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would nothave, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(bEffect or (ii) of the Parent Disclosure Letter lists all consentswould not reasonably be expected to, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.prevent, materially delay or impair the ability of any of Parent, Merger Sub Inc. or Merger Sub LLC to perform its obligations under this Agreement or to consummate the Transactions. Section 4.05

Non-Contravention. The execution execution, delivery and delivery performance by each of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub the Ancillary Agreements to which such Person is or is specified to be a party, and the consummation of the Transactions, do not and will not: not (ia) conflict with or violate assuming receipt of the Parent Charter Documents, the certificate Stockholder Approval and approval of incorporation or bylaws Parent in its capacity as sole stockholder of Merger Sub Sub, contravene, conflict with, or result in any other Significant Subsidiary Charter Documents violation or breach of any Significant Subsidiary provision of Parent, the Parent Organizational Documents; (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) 5.3 and obtaining receipt of the Parent Stockholder Approval and approval of the Share Issuance by Parent’s stockholders Parent in its capacity as contemplated in Section 5.2sole stockholder of Merger Sub, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any violation or breach of any provision of any Applicable Law; (c) assuming compliance with the matters referred to in Section 5.3 and receipt of the Parent Stockholder Approval and approval of Parent in its capacity as sole stockholder of Merger Sub, require any Consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under, any provision of any Contract binding upon Parent or any of its Subsidiaries or any governmental Consents (including Consents required by Contract) affecting, or relating in any way to, Parent or any of its Subsidiaries or any of its or their respective assets or businesses; or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with such exceptions, in the case of each of clauses (b) through (d), as has not had and would not reasonably be expected to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would nothave, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of Parent, Merger Sub 1 and Merger Sub 2 of this Agreement by Parent and Merger Sub does not, the consummation of the Transactions to which it is a party do not and performance of this Agreement by Parent and Merger Sub will not: not (i) contravene, conflict with with, or violate result in any violation or breach of any provision of the Parent Charter Organizational Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with assuming the requirements set forth in Section 3.3(creceipt or making (as applicable) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Company Governmental Authorizations and the Parent Governmental Authorizations and the receipt of the Company Stockholder Approval, contravene, conflict with or violate result in any material Legal Requirement applicable to Parentviolation or breach of any provision of any Applicable Law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in assuming the receipt or making (as applicable) of the Company Governmental Authorizations and the Parent Governmental Authorizations and the receipt of the Company Stockholder Approval, require any breach of Consent or other action by any Person under, 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, give rise to a payment obligation or other liability under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under, as to any provision of any Contract binding upon Parent or any of its Subsidiaries, any governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the of Parent or any of its Subsidiaries or any of its or their respective assets or businesses or any Parent Permit, or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. (i) The execution execution, delivery and delivery performance by the Company of this Agreement by Parent and Merger Sub does notthe consummation of the transactions contemplated hereby do not and will not contravene, conflict with, or result in any violation or breach of any provision of the memorandum and articles of association of the Company (the “Company Charter”); (ii) assuming compliance with the matters referred to in Section 3.03, the execution, delivery and performance by the Company of this Agreement and the consummation by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval Company of the Share Issuance by Parent’s stockholders as transactions contemplated in Section 5.2hereby do not and will not contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parent, Merger Sub or provision of any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or Applicable Law; (iii) result in the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not require any breach of consent or approval by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit 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 the Company or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries; and (iv) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in the creation or imposition of a any Lien on any asset of the properties or assets of Parent Company or any of its Significant Subsidiaries pursuant toSubsidiaries, any Contract to which Parent or any with only such exceptions, in the case of its Significant Subsidiaries is a party except, as to each of clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Company Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of this Agreement by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub the consummation of the Transactions to which it is a party do not and will not: not (i) contravene, conflict with with, or violate result in any violation or breach of any provision of the Parent Charter Organizational Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) ‎5.03 and obtaining the approval receipt of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Company Stockholder Approval, contravene, conflict with or violate result in any material Legal Requirement applicable to Parentviolation or breach of any provision of any Applicable Law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Section ‎5.03 and receipt of the Company Stockholder Approval, require any breach of Consent or other action by any Person under, 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, give rise to a payment obligation or other liability under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under, as to any provision of any Contract binding upon Parent or any of its Subsidiaries, any governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the of Parent or any of its Subsidiaries or any of its or their respective assets or businesses or any Parent Permit, or (iv) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement and the other Transaction Documents to be executed by Parent or the applicable Seller, the consummation of the transactions contemplated hereby and thereby, and the fulfillment of and the performance by Parent and Merger Sub such Seller of its obligations hereunder and thereunder will not: not (ia) conflict with or violate any provision of the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Organizational Documents of any Significant Subsidiary of Parent, such Seller or any IPG Entity, (iib) subject violate or result in a breach of, or constitute a default or require a consent under or require the payment of a penalty or increased fees under or give rise to any right of termination, cancellation, modification or acceleration of any right or obligation or to a loss of any benefit to which Parent, such Seller or any IPG Entity is or would be entitled under any provision of any Contract to which any such Person is party, (c) assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval 3.04, violate or result in a breach of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with any Law or violate any material Legal Requirement Permit applicable to Parent, Merger Sub such Seller or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affectedthe IPG Entities, 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 Parent’s or Merger Sub’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 or imposition of a any Lien (other than Permitted Liens) on any asset of the properties or assets of Parent Parent, such Seller or any of its Significant Subsidiaries pursuant toIPG Entity, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as with respect to clauses (iib), (c) and (iii)d): (i) in the case of Parent and the Sellers, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would notnot reasonably be expected, individually or in the aggregate, to interfere with, prevent or materially delay the ability of Parent and the Sellers to enter into and perform their obligations under this Agreement or consummate the transactions contemplated by the Transaction Documents, and (ii) otherwise as has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consentshave, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution and delivery Subject to the obtaining of certain consents or approvals indicated in Section 4.3 of this Agreement by Parent and Merger Sub does notor Section 4.2 of Parent's Disclosure Schedule, the execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party by Parent each of Parent, Purchaser and Merger Sub Note Purchaser and the consummation by Parent, Purchaser and Note Purchaser of the transactions contemplated hereby and thereby will not: not (x) contravene, conflict with, or constitute or result in a breach or violation of (i) conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject Laws to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries the Parent Principal Subsidiaries, Purchaser or Note Purchaser (or any of their respective properties assets) is bound or affectedsubject, or (iiiii) any provision of the memorandum, articles of association, certificate of incorporation, by-laws or other organizational documents of Parent, any of the Parent Principal Subsidiaries, Purchaser or Note Purchaser or (y) violate, conflict with, result in any a breach of or of, constitute a default (or an event that with notice or lapse upon the expiration of time applicable grace or cure periods or both would become constitute) a default) default under, or materially impair Parent’s or Merger Sub’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 acceleration of, create in any party the right to accelerate, terminate, modify, cancel or require any notice under any agreement, contract, lease, license or instrument to which Parent, any of the Parent Principal Subsidiaries, Purchaser or Note Purchaser is a party or by which any of them are bound or to which any of their properties or assets of Parent is subject, or create any Liens on any properties or assets owned by Parent, any of its Significant Subsidiaries pursuant tothe Parent Principal Subsidiaries, any Contract to which Parent Purchaser or any Note Purchaser, in the case of its Significant Subsidiaries is a party except, as to clauses (iix)(i) and (iiiy), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would notthe effect of which, individually or in the aggregate, has had or is reasonably be expected likely to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution Subject to receipt of the AIG Stockholder Approval and assuming that all Required Regulatory Approvals are duly made or received, as applicable, the execution, delivery and performance by AIG, the AIA SPV and the ALICO SPV of each of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and compliance by Parent and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter DocumentsAIG, the certificate of incorporation AIA SPV and the ALICO SPV with the provisions hereof and thereof, will not (a) violate, conflict with, or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents result in a breach of any Significant Subsidiary of Parentprovision of, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant 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 which, with notice or lapse of time or both both, would become constitute a default) under, or materially impair Parent’s or Merger Sub’s rights or materially alter result in the rights or obligations of any third party undertermination of, or give to others any rights accelerate the performance required by, or result in a right of termination, amendment, termination or acceleration or cancellation of, or result in the creation of a Lien on of, any Lien, charge or encumbrance upon any of the properties or assets of Parent AIG or any Subsidiary of AIG under any of the terms, conditions or provisions of (i) their respective organizational documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which AIG or any Subsidiary of AIG is a party or by which AIG or any Subsidiary of AIG may be bound, or to which AIG or any Subsidiary of AIG or any of its Significant Subsidiaries pursuant tothe properties or assets of AIG or any Subsidiary of AIG may be subject, or (b) violate any Contract applicable Law applicable to which Parent AIG or any Subsidiary of AIG or any of its Significant Subsidiaries is a party their respective properties or assets except, as to in the case of clauses (iia)(ii) and (iiib), respectively, for any such conflicts, violations, breaches, defaults or other those occurrences which that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent an AIG Material Adverse Effect. Section 3.3(b42 (NY) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.07865/002/RECAPITALIZATION/Master Transaction Agt doc

Non-Contravention. The execution and execution, delivery of this Agreement by Parent and Merger Sub does not, and performance of this Agreement Agreement, the consummation of the Merger and the other Contemplated Transactions by Parent HCC and Merger Sub HBC, will not: not (i) conflict with or violate any provision of the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of HCC, HBC or any Significant Subsidiary of Parent, their respective Subsidiaries or (ii) subject assuming that the consents, approvals, and filings referred to compliance with the requirements set forth in Section 3.3(c4.03(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated are obtained or made, (A) violate in Section 5.2, conflict with or violate any material Legal Requirement respect any Law applicable to ParentHCC, Merger Sub HBC or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant their respective Subsidiaries or any of their respective properties is bound or affected, assets or (iiiB) constitute or result in any a material breach of any provision of or the loss of any benefit under, constitute a material default (or an event that which, with notice or lapse of time time, or both both, would become constitute a default) under, result in the termination of or materially impair Parent’s a right of termination or Merger Sub’s rights or materially alter the rights or obligations of any third party cancellation under, or give to others any rights of termination, amendment, acceleration or cancellation ofaccelerate the performance required by, or result in the creation of a any Lien on (except Permitted Liens) upon any of the respective properties or assets of Parent HCC, HBC or any of its Significant their respective Subsidiaries pursuant tounder, any Contract of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, material contract or other instrument or obligation to which Parent the HCC, HBC or their respective Subsidiaries is a party, or by which they or any of its Significant Subsidiaries is a party excepttheir respective properties, as assets or business activities may be bound, except with respect to clauses clause (iiii)(B) and (iii), respectively, for any such conflictsviolation, violationsconflict, breachesbreach, defaults default, termination, cancellation, acceleration or other occurrences which creation as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent an HCC Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance of this Agreement and the CVR Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby, as the case may be, do not and will not: not (ia) contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent or Merger Sub, (iib) subject to assuming compliance with the requirements set forth matters referred to in clauses (a) through (c) of Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.26.03, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any applicable Law, (c) assuming compliance with the matters referred to in clauses (a) through (c) of Section 6.03, require any consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party exceptentitled under any provision of any Contract binding on Parent or any of its Subsidiaries or any Permit affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (d) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (b) through (d) inclusive, as would not reasonably be expected to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would nothave, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub does notof their respective covenants and obligations under this Agreement, and performance the consummation of this Agreement by Parent and the Merger Sub will not: do not (ia) violate or conflict with or violate the Parent Charter Documents, any provision of the certificate of incorporation incorporation, bylaws or bylaws other similar organizational documents of Parent or Merger Sub; (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, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration pursuant to any of the terms, conditions or provisions of any Contract or other instrument or obligation to which Parent or Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, (ii) subject to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries is a party or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries their properties or assets may be bound; (c) assuming the Consents and authorizations referred to in Section 4.4 have been obtained and all filings, registrations and notifications referred to in Section 4.4 have been made and subject to, in the case of the consummation of the Merger, the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, violate or conflict with any Law applicable to Parent or Merger Sub or by which 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 Parent’s or Merger Sub’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 any Lien on (other than Permitted Liens) upon any of the properties or assets of Parent or any Merger Sub, except in the case of its Significant Subsidiaries pursuant to, any Contract to which Parent or any each of its Significant Subsidiaries is a party except, as to clauses (iib), (c) and (iii)d) for such violations, respectively, for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations or other occurrences which Liens that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by ISN and Parent of this Agreement by and the other Transaction Documents to which ISN or Parent is party and Merger Sub does not, the consummation of the Transactions do not and performance of this Agreement by Parent and Merger Sub will not: not (i) contravene or conflict with or violate result in any violation or breach of any provision of the Certificate of Formation or Limited Liability Company Agreement of ISN or Parent Charter Documentsor, as of the certificate Effective Time, any provision of incorporation the Certificate of Incorporation or bylaws Articles of Incorporation (as applicable) or By-laws of Newco or Company Merger Sub or, as of the Effective Time, any provision of the Certificate of Formation or any other Significant Subsidiary Charter Documents Limited Liability Company Agreement of any Significant Subsidiary of Parent, ISN Merger Sub; (ii) subject to compliance with the requirements set forth in Section 3.3(c) assuming all Parent Governmental Approvals and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Parent Required Consents have been made or obtained, contravene or conflict with or violate result in a violation or breach of any material Legal Requirement provision of any Law, order or decree binding upon or applicable to Parent, Merger Sub ISN or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries Parent or any of their respective properties is bound or affectedassets, or (iii) result in require any breach of consent or other action by any Person under, constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Parent’s or Merger Sub’s 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, amendmentcancellation, change of any right or obligation, or acceleration of any right or cancellation obligation or to the loss of any benefit or adverse modification of the effect (including an increase in the price paid by, or cost to, ISN) of, or under any provision of any agreement or other instrument to which ISN is a party or that is binding upon ISN or its properties or assets or any license, franchise, permit or other similar authorization held by ISN or (iv) result in the creation or imposition of a any Lien on any assets of ISN, except with respect to clauses (iii) and (iv) as set forth in Section 3.2(h) of the properties or assets of Parent or any of its Significant Subsidiaries pursuant toDisclosure Schedule; PROVIDED, any Contract to which Parent or any of its Significant Subsidiaries is a party exceptHOWEVER, as to that clauses (ii) and through (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would notiv) above address only those matters that, individually or in the aggregate, reasonably be expected to would have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ Contracts required Effect with respect 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 Parent Material Adverse EffectISN.

Non-Contravention. The execution Except as set forth on Schedule 3.04, the execution, delivery and delivery performance by the Company of this Agreement and the consummation by Parent the Company of the transactions contemplated hereby do not and Merger Sub does not, and performance of this Agreement by Parent and Merger Sub will not: not (ia) contravene or conflict with or violate the Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parentthe Company, (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.23.03, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, writ, injunction, order or decree of any court or governmental authority binding upon or applicable to Parent, Merger Sub the Company or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries Subsidiary or any of their respective properties or assets, (c) except under the Revolving Credit Agreement dated as of April 26, 1996 among the Company, certain of its Subsidiaries and the banks named therein, as amended (the "Revolving Credit Agreement") constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is bound entitled under any provision of any agreement, contract or affectedother instrument binding upon the Company or any Subsidiary or any license, franchise, permit or other similar authorization held by the Company or any Subsidiary, 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 Parent’s or Merger Sub’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 or imposition of a any Lien on any asset of the properties or assets of Parent Company or any of its Significant Subsidiaries pursuant toSubsidiary, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of clauses (iib), (c) and (iiid), respectively, for to the extent that any such conflictsviolation, violations, breaches, defaults failure to obtain any such consent or other occurrences which action, default, right, loss or Lien would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) For purposes of the Parent Disclosure Letter lists all consentsthis Agreement, waivers and approvals under "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of Parent’s or any kind in respect of its Significant Subsidiaries’ 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 Parent Material Adverse Effectsuch asset.

Non-Contravention. The execution Except as otherwise described in Section 5.04 of the Parent Disclosure Letter, the execution, delivery and delivery performance by each of the Parent Entities of this Agreement and the consummation by Parent and Merger Sub does not, and performance each of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate the Parent Charter DocumentsEntities of the transactions contemplated hereby do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation incorporation, bylaws, articles of association or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents applicable constitutional documents of any Significant Subsidiary of Parentthe Parent Entities, (iib) subject assuming that the consents, approvals and filings referred to compliance with the requirements set forth in Section 3.3(c) 5.03 are obtained and obtaining the approval made, as applicable, and receipt of the Share Issuance by Parent’s stockholders as contemplated in Section 5.2Parent Entity Approvals, contravene, conflict with or violate any material Legal Requirement applicable to Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a violation or breach of any provision of any Applicable Law, (c) assuming that the consents, approvals and filings referred to in Section 5.03 are obtained and made, as applicable, and receipt of the Parent Entity Approvals, require any consent or other action by any Person under, 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 Parent’s cause or Merger Sub’s rights permit the termination, cancellation or materially alter the rights or obligations acceleration of any third party under, right or give obligation or the loss of any benefit to others which any rights of termination, amendment, acceleration the Parent Entities or cancellation of, any of their Subsidiaries is entitled under any provision of any Contract binding upon any of the Parent Entities or any of their Subsidiaries or any Parent Permit or (d) result in the creation or imposition of a any Lien (other than Permitted Liens) on any asset of any of the properties or assets of Parent Entities or any of its Significant Subsidiaries pursuant totheir Subsidiaries, any Contract to which Parent or any with only such exceptions, in the case of its Significant Subsidiaries is a party excepteach of clauses Section 5.04 through Section 5.04, as would not reasonably be expected to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would nothave, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Xxxxxx, NICE and Merger Subsidiary of this Agreement and the consummation by Parent Parent, NICE and Merger Sub does not, Subsidiary of the transactions contemplated hereby do not and performance of this Agreement by Parent and Merger Sub will not: not (i) contravene, conflict with with, or violate the Parent Charter Documents, result in any violation or breach of any provision of the certificate of incorporation or bylaws of Merger Sub (or any other Significant Subsidiary Charter Documents of any Significant Subsidiary constitutional documents, as applicable) of Parent, NICE or Merger Subsidiary, (ii) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of any Applicable Law, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming compliance with the matters referred to in Section 5.03, require any breach of consent or other action by any Person under, 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) , under, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit 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 NICE, Parent or any of their respective Subsidiaries is entitled under any provision of any agreement or other instrument binding upon NICE, Parent or any of their respective Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of NICE, Parent and their respective Subsidiaries or (iv) result in the creation or imposition of a any Lien on any asset of the properties or assets of NICE, Parent or any of its Significant Subsidiaries pursuant totheir respective Subsidiaries, any Contract to which Parent or any with only such exceptions, in the case of its Significant Subsidiaries is a party except, as to each of clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Effect on Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by Parent and Merger Sub does not, and performance Corp of this Agreement and the consummation by Parent and Merger Sub Corp of the transactions contemplated hereby do not and will not: not (i) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with with, or violate the Parent Charter Documents, the certificate of incorporation result in any violation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents breach of any Significant Subsidiary provision of Parentthe organizational documents of Parent and Merger Corp, (ii) subject assuming the authorizations, consents and approvals referred to compliance with the requirements set forth in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03 are obtained, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement applicable to Parentprovision of any Law or Order, Merger Sub or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is bound or affected, or (iii) result assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any breach of consent or other action by any Person under, constitute a default (or a violation, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) underdefault or a violation, under or of, or materially impair Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation of, other change of any right or result in obligation or the creation loss of a Lien on any of the properties or assets of Parent or any of its Significant Subsidiaries pursuant to, any Contract benefit to which Parent or any of its Significant Subsidiaries is a party entitled under any provision of any agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have (x) a Parent Material Adverse Effect. Section 3.3(bEffect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse EffectMerger.

Non-Contravention. The execution execution, delivery and delivery performance by Parent, Intermediate Merger Subsidiary, and Merger Subsidiary of this Agreement Agreement, as applicable, and the consummation by Parent Parent, Intermediate Merger Subsidiary, and Merger Sub does notSubsidiary of the transactions contemplated hereby do not and will not (a) contravene, and performance conflict with, or result in any violation or breach of this Agreement by Parent and Merger Sub will not: (i) conflict with or violate any provision of the Parent Charter Documents, the certificate certificates of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, Intermediate Merger Subsidiary, or Merger Subsidiary, (iib) subject to assuming compliance with the requirements set forth matters referred to in Section 3.3(c) and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated in Section 5.25.03, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement provision of any Law applicable to Parent, Intermediate Merger Sub Subsidiary, or any of Parent’s other Significant Subsidiaries or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries Subsidiary or any of their respective properties is bound properties, rights or affectedassets, (c) assuming compliance with the matters referred to in Section 5.03, require any consent or (iii) other action by any Person under, conflict with or result in any violation or breach of or of, 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 Parent’s cause or Merger Sub’s rights or materially alter permit the rights or obligations of any third party under, or give to others any rights of termination, amendmentmodification, cancellation, acceleration or cancellation ofother change of any right or obligation or the loss of any benefit to which Parent, Intermediate Merger Subsidiary, Merger Subsidiary, or any of their Subsidiaries is entitled under any provision of any Contract or other instrument binding upon Parent, Intermediate Merger Subsidiary, or Merger Subsidiary, or to which any of them are party or by which any of their respective properties, rights, or assets are bound or subject, or (d) result in the creation or imposition of a any Lien (other than Permitted Liens) on any property, right or asset of the properties or assets of Parent Parent, Intermediate Merger Subsidiary, Merger Subsidiary, or any of its Significant Subsidiaries pursuant totheir Subsidiaries, any Contract to which Parent or any of its Significant Subsidiaries is a party except, as to in the case of each of clauses (iib) and through (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Section 3.3(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s or any of its Significant Subsidiaries’ 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 Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of Parent and Merger Subsidiary of this Agreement do not, and the consummation by each of Parent and Merger Sub does notSubsidiary of the transactions contemplated hereby will not (with or without notice or lapse of time, and performance of this Agreement by Parent and Merger Sub will not: or both), (ia) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of Parent Charter Documents, the certificate of incorporation or bylaws of Merger Sub or any other Significant Subsidiary Charter Documents of any Significant Subsidiary of Parent, as in effect on the date hereof, (iib) subject to compliance with the requirements set forth assuming that all consents, approvals and authorizations described in Section 3.3(c) 5.03 have been obtained prior to the Effective Time and obtaining the approval of the Share Issuance by Parent’s stockholders as contemplated all filings and notifications described in Section 5.25.03 have been made and any waiting periods thereunder have terminated or expired prior to the Effective Time, conflict with or violate any material Legal Requirement Applicable Law applicable to Parent, Merger Sub Parent or any Subsidiary of Parent’s other Significant Subsidiaries Parent or by which Parent, Merger Sub or any of Parent’s other Significant Subsidiaries or any of their respective properties is or assets are bound or affected(c) require any consent or approval under, or (iii) result in any breach of or any loss of any benefit under, 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 Parent’s or Merger Sub’s rights or materially alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien any Liens on any of the properties property or assets asset of Parent or any Subsidiary of its Significant Subsidiaries Parent pursuant to, any Contract to which Parent or any Subsidiary of its Significant Subsidiaries Parent is a party or by which any of their respective properties or assets are bound, except, as with respect to clauses (iib) and (iiic), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which matters that would not, individually or in the aggregate, reasonably be expected materially impair the ability of Parent or Merger Subsidiary to have a Parent Material Adverse Effect. Section 3.3(b) of consummate, or prevent or materially delay, the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent’s Merger or any of its Significant Subsidiaries’ Contracts required to be obtained in connection with the consummation of the other transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a Parent Material Adverse Effectby this Agreement.