Common use of Authorization and Non-Contravention Clause in Contracts

Authorization and Non-Contravention. (a) This Agreement and the other Transaction Documents are valid and binding obligations of the Company, and the Series C-3 Amendment, upon filing thereof with the New York State Department of State will be, enforceable in accordance with their respective terms. (b) The execution, delivery and performance of this Agreement and the other Transaction Documents and the Series C-3 Amendment, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company’s Board of Directors and the Company’s stockholders. (c) The execution and delivery of this Agreement and the other Transaction Documents and the Series C-3 Amendment, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares, and the performance of the transactions contemplated by this Agreement and the other Transaction Documents, do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of (whether after the giving of notice, lapse of time or both) any provision of the Charter Documents, as amended through the Closing Date; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt, order, writ, decree or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company or any Subsidiary is a party, including, without limitation, any registration rights of any Person, or by which any property or asset of the Company or any Subsidiary is bound; or (iii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Legal Requirement; or (iv) result in the creation of any Claim upon any assets of the Company or any Subsidiary; except in the case of each of clauses, (ii), (iii) and (iv), such as would not have a Material Adverse Effect; (d) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents or the Series C-3 Amendment and the consummation of the transactions herein and in the other Transaction Documents or the Series C-3 Amendment, other than (i) the filing of the Certificate of Amendment (which will have been filed with the New York State Secretary of State prior to the Closing), the filing of any Form D required to be filed with the SEC and such other filings as are required to be made under applicable federal and state securities laws, and (ii) as required under the Existing Investor's Rights Agreement.

Authorization and Non-Contravention. (a) This Agreement and the other Transaction Documents are valid and binding obligations of the Company, and the Series C-3 Amendment, upon filing thereof with the New York State Department of State will be, enforceable in accordance with their respective terms. (b) The execution, delivery and performance of this Agreement and the other Transaction Documents and the Series C-3 AmendmentDocuments, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred SharesShares and the exercise of the Warrant, the issuance and delivery of the Conversion Underlying Shares, respectively, have been duly authorized by all necessary corporate or other action of the Company’s Board of Directors and the Company’s stockholders. (c) The execution and delivery of this Agreement and the other Transaction Documents and the Series C-3 AmendmentDocuments, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred SharesShares and the exercise of the Warrants, the issuance and delivery of the Conversion Underlying Shares, and the performance of the transactions contemplated by this Agreement and the other Transaction Documents, do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of (whether after the giving of notice, lapse of time or both) any provision of the Charter Documents, as amended through the Closing Date; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt, order, writ, decree or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company or any Subsidiary is a party, including, without limitation, any registration rights of any Person, or by which any property or asset of the Company or any Subsidiary is bound; or (iii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Legal Requirement; or (iv) result in the creation of any Claim upon any assets of the Company or any Subsidiary; except in the case of each of clauses, (ii), (iii) and (iv), such as would not have a Material Adverse Effect; (d) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents or the Series C-3 Amendment and the consummation of the transactions herein and in the other Transaction Documents or the Series C-3 AmendmentDocuments, other than (i) the filing of the Certificate of Amendment (which will have been filed with the New York State Secretary of State prior to the Closing), the filing of any Form D required to be filed with the SEC and such other filings as are required to be made under applicable federal and state securities laws, and (ii) as required under the Existing Investor's Rights Agreement.

Authorization and Non-Contravention. (a) This Agreement is, and, upon execution and delivery by ▇▇▇▇▇ Parent and Buyer pursuant to the terms hereof, all and the other Transaction Documents are required to be executed and delivered by ▇▇▇▇▇ Parent and Buyer pursuant hereto at Closing will be, valid and binding obligations of the CompanyBuyer and ▇▇▇▇▇ Parent, and the Series C-3 Amendment, upon filing thereof with the New York State Department of State will beas applicable, enforceable against it in accordance with their respective terms. (b) . The execution, delivery and performance by ▇▇▇▇▇ Parent and Buyer of this Agreement and the other Transaction Documents executed by ▇▇▇▇▇ Parent and the Series C-3 Amendment, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares, Buyer pursuant hereto have been duly authorized by all necessary corporate or other action under its governing agreement, as applicable. Except compliance with the applicable requirements of the Company’s Board of Directors HSR Act, the execution, delivery and the Company’s stockholders. (c) The execution performance by ▇▇▇▇▇ Parent and delivery Buyer of this Agreement and the other Transaction Documents to be executed and the Series C-3 Amendment, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Sharesdelivered by it pursuant hereto, and the performance by ▇▇▇▇▇ Parent and Buyer of the transactions contemplated by this Agreement and the other Transaction DocumentsTransactions, do not and will not: (ia) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of the Charter Documents, as amended through the Closing Dateany Buyer Company’s or any of its Subsidiaries’; organizational documents; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt, order, writ, decree or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company or any Subsidiary is a party, including, without limitation, any registration rights of any Person, or by which any property or asset of the Company or any Subsidiary is bound; or (iiib) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Legal RequirementLaw or any Order applicable to any Buyer Company or any of its Subsidiaries; (c) require from any Buyer Company or any of its Subsidiaries any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other Person; or (ivd) violate or result in a violation of or conflict with or constitute or result in a violation of or default (whether after the creation giving of notice, lapse of time or both) under, accelerate any Claim upon obligation under, or give rise to a right of termination of, any assets of the material Contract or Buyer Permit to which any Buyer Company or any Subsidiary; except of its Subsidiaries is a party or by which any Buyer Company or any of its Subsidiaries is bound, other than, in the case of each of clauses, clauses (iib), (iiic) and (ivd), such as violations, conflicts, defaults or encumbrances that would not have not, individually, or in the aggregate, reasonably be expected to result in a Buyer Material Adverse Effect; (d) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents or the Series C-3 Amendment and the consummation of the transactions herein and in the other Transaction Documents or the Series C-3 Amendment, other than (i) the filing of the Certificate of Amendment (which will have been filed with the New York State Secretary of State prior to the Closing), the filing of any Form D required to be filed with the SEC and such other filings as are required to be made under applicable federal and state securities laws, and (ii) as required under the Existing Investor's Rights Agreement.

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents and instruments executed and delivered by the other Transaction Documents Company pursuant hereto are valid and binding obligations of the Company, and Company enforceable against the Series C-3 Amendment, upon filing thereof with the New York State Department of State will be, enforceable Company in accordance with their respective terms. (b) . The execution, execution and delivery and performance by the Company of this Agreement and all agreements, documents and instruments executed and delivered by the other Transaction Documents and the Series C-3 AmendmentCompany pursuant hereto, the issuance and delivery of the Convertible Series A Preferred Shares, Shares and, upon conversion of the Convertible Series A Preferred Shares, the issuance and delivery of the Common Conversion Shares, and the performance by the Company of the transactions contemplated by this Agreement and such other agreements, documents and instruments have been duly authorized by all necessary corporate or other action of the Company’s Board of Directors and the Company’s stockholders. (c) . The execution and delivery by the Company of this Agreement and all agreements, documents and instruments executed and delivered by the other Transaction Documents and the Series C-3 AmendmentCompany pursuant hereto, the issuance and delivery of the Convertible Series A Preferred Shares, Shares and, upon conversion of the Convertible Series A Preferred Shares, the issuance and delivery of the Common Conversion Shares, and the performance by the Company of the transactions contemplated by this Agreement and the such other Transaction Documentsagreements, documents and instruments do not and will not: not (ia) violate or result in a violation of, conflict with or constitute or result in a violation of default (whether after the giving of notice, lapse of time or both) or loss of benefit under, accelerate any provision of the Charter Documents, as amended through the Closing Date; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) obligations under, or give rise to others any rights a right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) termination of, any contract, agreement, credit facilityobligation, debtpermit, orderlicense, writ, decree obligation or other instrument (evidencing a Company debt or otherwise) or other understanding authorization to which the Company or any Subsidiary is a party, including, without limitation, any registration rights of any Person, party or by which any property of its assets are bound, or asset any provision of its Charter, including the Certificate of Designations, or the Bylaws, or cause the creation of any Lien upon any of the assets of the Company or any Subsidiary is bound(except as contemplated by this Agreement and such other agreements, documents, and instruments executed by the Company pursuant hereto); or (iiib) violate, conflict with violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision provisions of any Legal Requirement; law, regulation or (iv) result in the creation of any Claim upon any assets of the Company rule, or any Subsidiary; except in the case of each of clauses, (ii), (iii) and (iv), such as would not have a Material Adverse Effect; (d) The Company is not required to obtain any consent, waiver, authorization or order of, give or any notice to, or make any filing or registration withrestriction imposed by, any court or other federalgovernmental agency applicable to the Company; or (c) require from the Company any notice to, statedeclaration or filing with, local or other consent or approval of any governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents or the Series C-3 Amendment and the consummation of the transactions herein and in the other Transaction Documents or the Series C-3 Amendment, third party other than (i) the filing of the Certificate of Amendment (which will have been filed with the New York State Secretary of State prior pursuant to the Closing), the filing of any Form D required to be filed with the SEC and such other filings as are required to be made under applicable federal and state securities or blue sky laws, and (ii) as required under the Existing Investor's Rights Agreement.

Authorization and Non-Contravention. (a) This Agreement constitutes, and all agreements, documents and instruments executed and delivered by the other Transaction Documents are Company pursuant hereto when executed and delivered shall constitute, valid and binding obligations of the Company, and the Series C-3 Amendment, upon filing thereof with the New York State Department of State will be, enforceable in accordance with their respective terms. (b) , subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditor's rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by the other Transaction Documents and the Series C-3 AmendmentCompany pursuant hereto, the issuance and delivery of the Convertible Series E Preferred Shares, and, upon conversion of the Convertible Series E Preferred Shares, the issuance and delivery of the Common Conversion Shares, have been been, or shall be, prior to the Closing, duly authorized by all necessary corporate or other action of the Company’s Board of Directors and the . The Company’s stockholders. (c) The 's execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the other Transaction Documents and the Series C-3 AmendmentCompany pursuant hereto, the Company's issuance and delivery of the Convertible Series E Preferred Shares, and, upon conversion of the Convertible Series E Preferred Shares, the Company's issuance and delivery of the Common Conversion Shares, Shares and the Company's performance of the transactions contemplated by this Agreement relating to the sale and issuance of the Series E Preferred Stock and such other Transaction Documentsagreements, documents and instruments contemplated hereby, do not and will not: (i) violate or result in a violation ofviolate, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which the Company is a party or by which its assets are bound other than any such violations, conflicts or defaults that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (ii) violate, conflict with or constitute or result in a violation of or default under any provision of the Charter Documents, as amended through the Closing Date; (ii) conflict withCertificate of Incorporation or Bylaws, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt, order, writ, decree or other instrument (evidencing a Company debt or otherwise) or other understanding to which cause the Company or any Subsidiary is a party, including, without limitation, any registration rights creation of any Person, or by which Claim upon any property or asset of the Company or any Subsidiary is boundassets of the Company; or (iii) materially violate, conflict with or result in a material violation of, of or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Legal Requirementlaw, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; or (iv) result in the creation of any Claim upon any assets of require from the Company or any Subsidiary; except in the case of each of clauses, (ii), (iii) and (iv), such as would not have a Material Adverse Effect; (d) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, declaration or make any filing or registration with, or consent or approval of any court or other federal, state, local or other governmental authority or other Person third party, except for the pre-merger notification requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1974 or any successor statute, as amended and in effect from time to time the "HSR Act"), and such qualifications or filings under applicable securities or regulatory laws as may be required in connection with the execution, delivery and performance by the Company of the Transaction Documents or the Series C-3 Amendment and the consummation of the transactions herein and in the other Transaction Documents or the Series C-3 Amendment, other than (i) the filing of the Certificate of Amendment (which will have been filed with the New York State Secretary of State prior to the Closing), the filing of any Form D required to be filed with the SEC and such other filings as are required to be made under applicable federal and state securities laws, and (ii) as required under the Existing Investor's Rights Agreementcontemplated thereby.

Authorization and Non-Contravention. (a) This Agreement and the other Transaction Documents are valid and binding obligations of the Company, and the Series C-3 Amendment, upon filing thereof with the New York State Department of State will be, enforceable in accordance with their respective terms. (b) The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the other Transaction Documents Company as contemplated hereby (including, without limitation, the Certificate of Designation) and the Series C-3 Amendment, the issuance and delivery of (i) the Convertible Series C Preferred Shares and (ii) upon the conversion of the Series C Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or and other action of the Company’s Board . This Agreement and each such other agreement, document and instrument (including, without limitation, the Certificate of Directors Designation) constitute valid and binding obligations of the Company’s stockholders. (c) , enforceable in accordance with their respective terms. The execution and delivery by the Company of this Agreement and each other agreement, document and instrument to be executed and delivered by the other Transaction Documents Company pursuant hereto or as contemplated hereby (including, without limitation, the Certificate of Designation) and the Series C-3 Amendmentperformance by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance and delivery of (i) the Convertible Series C Preferred Shares, and, Shares and (ii) upon the conversion of the Convertible Series C Preferred Shares, the issuance and delivery of the Conversion Shares, and the performance of the transactions contemplated by this Agreement and the other Transaction Documents, do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of not (whether after the giving of notice, lapse of time or both) any provision of the Charter Documents, as amended through the Closing Date; ): (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt, order, writ, decree or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company or any Subsidiary is a party, including, without limitation, any registration rights of any Person, or by which any property or asset of the Company or any Subsidiary is bound; or (iiia) violate, conflict with or result in a violation ofdefault under any instrument, judgment, order, writ, decree, contract, statute, rule, regulation or obligation to which the Company is subject to or by which it or its assets are bound, or constitute any provision of the Certificate of Incorporation or Bylaws of the Company, and a default violation of which would have a material adverse effect on the business, condition, financial or otherwise, or operations of the Company, or (whether after b) result in any such violation, or be in conflict with or constitute, with or without the passage of time and giving of notice, lapse of time either a default under any such provision, instrument, judgment, order, writ, decree or both) under, any provision of any Legal Requirement; contract or (iv) result an event that results in the creation of any Claim lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any Subsidiary; except in the case of each of clausesmaterial permit, (ii), (iii) and (iv), such as would not have a Material Adverse Effect; (d) The Company is not required to obtain any consent, waiverlicense, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents or the Series C-3 Amendment and the consummation of the transactions herein and in the other Transaction Documents or the Series C-3 Amendment, other than (i) the filing of the Certificate of Amendment (which will have been filed with the New York State Secretary of State prior approval applicable to the Closing)Company, the filing its business or operations or any of any Form D required to be filed with the SEC and such other filings as are required to be made under applicable federal and state securities laws, and (ii) as required under the Existing Investor's Rights Agreementits assets or properties.

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents and instruments executed and delivered by the other Transaction Documents Company pursuant to this Agreement are valid and binding obligations of the Company, and the Series C-3 Amendment, upon filing thereof with the New York State Department of State will be, enforceable in accordance with their respective terms. , except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to the rules of law governing (band all limitations on) specific performance, injunctive relief and other equitable remedies. The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by the other Transaction Documents and the Series C-3 AmendmentCompany pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, including the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company’s Board of Directors and the Company’s stockholders. (c) . The execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the other Transaction Documents and the Series C-3 Amendment, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred SharesCompany pursuant this Agreement, the issuance and delivery of the Conversion Shares, and the performance of the transactions contemplated by this Agreement and the such other Transaction Documentsagreements, documents and instruments do not and will not: not (i) violate violate, conflict with or result in a violation of, conflict with or constitute or result in a violation of default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which the Company is a party or by which its assets are bound, or any provision of the Charter DocumentsCompany’s Charter, as amended through amended, or By-laws, or cause the Closing Datecreation of any liens, claims or encumbrances upon any of the assets of the Company; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt, order, writ, decree or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company or any Subsidiary is a party, including, without limitation, any registration rights of any Person, or by which any property or asset of the Company or any Subsidiary is bound; or (iii) violate, conflict with violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Legal Requirementlaw, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Company; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party (that has not already been obtained); or (iv) violate or result in a violation of, or constitute a default (whether after the creation giving of notice, lapse of time or both) under, accelerate or create any Claim upon obligation under, or give rise to a right of termination of, any assets of agreement, permit, license or authorization to which the Company is a party or any Subsidiary; except in by which the case of each of clauses, (ii), (iii) and (iv), such as would not have a Material Adverse Effect; (d) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents or the Series C-3 Amendment and the consummation of the transactions herein and in the other Transaction Documents or the Series C-3 Amendment, other than (i) the filing of the Certificate of Amendment (which will have been filed with the New York State Secretary of State prior to the Closing), the filing of any Form D required to be filed with the SEC and such other filings as are required to be made under applicable federal and state securities laws, and (ii) as required under the Existing Investor's Rights Agreement.bound. 2.4

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents and instruments executed and delivered by the other Transaction Documents Company pursuant to this Agreement are valid and binding obligations of the Company, and the Series C-3 Amendment, upon filing thereof with the New York State Department of State will be, enforceable in accordance with their respective terms. , except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to the rules of law governing (band all limitations on) specific performance, injunctive relief and other equitable remedies. The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by the other Transaction Documents and the Series C-3 AmendmentCompany pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, including the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company’s Board of Directors and the Company’s stockholders. (c) . The execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the other Transaction Documents and the Series C-3 Amendment, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred SharesCompany pursuant this Agreement, the issuance and delivery of the Conversion Shares, and the performance of the transactions contemplated by this Agreement and the such other Transaction Documentsagreements, documents and instruments do not and will not: not (i) violate violate, conflict with or result in a violation of, conflict with or constitute or result in a violation of default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which the Company is a party or by which its assets are bound, or any provision of the Charter DocumentsCompany’s Charter, as amended through amended, or By-laws, or cause the Closing Datecreation of any liens, claims or encumbrances upon any of the assets of the Company; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt, order, writ, decree or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company or any Subsidiary is a party, including, without limitation, any registration rights of any Person, or by which any property or asset of the Company or any Subsidiary is bound; or (iii) violate, conflict with violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Legal Requirementlaw, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Company; (iii) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party (that has not already been obtained); or (iv) violate or result in a violation of, or constitute a default (whether after the creation giving of notice, lapse of time or both) under, accelerate or create any Claim upon obligation under, or give rise to a right of termination of, any assets of agreement, permit, license or authorization to which the Company is a party or any Subsidiary; except in by which the case of each of clauses, (ii), (iii) and (iv), such as would not have a Material Adverse Effect; (d) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents or the Series C-3 Amendment and the consummation of the transactions herein and in the other Transaction Documents or the Series C-3 Amendment, other than (i) the filing of the Certificate of Amendment (which will have been filed with the New York State Secretary of State prior to the Closing), the filing of any Form D required to be filed with the SEC and such other filings as are required to be made under applicable federal and state securities laws, and (ii) as required under the Existing Investor's Rights Agreementbound.