Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not: (i) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Conflicts; Consents and Approvals. Except, in the case of (a) The b), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, neither the execution and delivery of this Agreement by Parent, Merger Sub or LLC, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notor thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Parent Certificate or the Parent Bylaws or the Articles of Incorporation and Bylaws of Merger Sub or the Company By-Lawsorganizational document of LLC; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Parent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Parent or any of its Subsidiaries subsidiaries is a party; or; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Parent or any of its Subsidiaries subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.or (bd) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company any action or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make registration or filing by Parent, Merger Sub or LLC or any filing with of their affiliates with, any third party or notification to or seek any approval or authorization from any Governmental Authority Authority, other than (i) actions, if any, actions required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approvalfilings and consents under Foreign Antitrust Laws, if required, and (iii) registrations registrations, filings, consents, approvals or other actions required under United States federal and state securities laws and the rules of the Nasdaq Stock Market, Inc. as are contemplated by this Agreement Agreement, and (iiiiv) consents or approvals the filing of any Governmental Authority the failure Agreement of which to obtain would not reasonably be expected to have, individually or in Merger with the aggregate, a Material Adverse Effect on the CompanySecretary of State.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notMerger will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate of Incorporation Parent Organizational Documents or the Company By-Lawscertificate of incorporation or bylaws of Intermediate Co. 1, Intermediate Co. 2 or Merger Sub; (iib) assuming compliance with the matters referred to in Section 4.5(d), violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company Parent or any of its Subsidiaries is a party; or; (iiic) assuming (i) compliance with the matters referred to in Section 4.5(d) and (ii) adoption of this Agreement by Intermediate Co. 2 in its capacity as sole stockholder of Merger Sub (which adoption Parent shall cause to be obtained immediately following the execution of this Agreement), violate any Applicable Laws relating applicable to the Company, Parent or any of its Subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its Affiliates with, any Governmental Authority, other than (i) authorization for inclusion of the Parent Common Shares to be issued pursuant to this Agreement on NASDAQ and the TSX, subject to official notice of issuance, (ii) registrations or other actions required under federal, provincial and state securities Laws as are contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iv) consents or approvals of, or notifications to, the Governmental Authorities set forth in Section 4.5(d)(iv) to the Parent Disclosure Schedule; except in the case of clauses (iib), (c) and (iiid) above, as set forth in the Company SEC Documents filed prior to the date hereof or above for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company. (b) The execution and delivery by the Company ability of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or Parent to consummate any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyTransactions.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement or the Bergen Stock Option Agreement by Bergen, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notor thereby will: (ia) violateconflict with, or result in a breach of any provision of, the Company Bergen Certificate of Incorporation or the Company By-LawsBergen Bylaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Bergen under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Bergen or any of its Subsidiaries subsidiaries is a party; or; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Bergen or any of its Subsidiaries subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, in the case of clauses (ii) and (iii) aboveor review by, as set forth in the Company SEC Documents filed prior to the date hereof or for registration or filing by Bergen or any of its affiliates with, any third party or any Governmental Authority, other than (i) approval of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement Merger and the transactions contemplated hereby will notby Bergen Shareholders, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (iii) actions, if any, actions required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iiiiv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the failure Bergen Disclosure Schedule; except in the case of which to obtain (b), (c) and (d) for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Bergen or a material adverse effect on the Companyability of the parties to consummate the transactions contemplated hereby. Other than as set forth on Schedule 4.5(b) to the Bergen Disclosure Schedule, to the knowledge of Bergen, neither the execution and delivery of this Agreement or the Bergen Stock Option Agreement by Bergen, nor the consummation of the transactions contemplated hereby or thereby will violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Bergen under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Bergen or any of its subsidiaries is a party.

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does notexecution, delivery, and the performance and consummation of this Agreement and the transactions contemplated hereby other Seller Transaction Documents, and the consummation of the Contemplated Transactions by Seller do not and will notnot (in each case, with or without the giving of notice or the passage of time), directly or indirectly: (i) violate, violate or result conflict with the certificate of incorporation or bylaws of Seller or in a breach any material respect any Laws to which Seller (or any of any provision of, the Company Certificate of Incorporation or the Company By-LawsPurchased Assets) is subject; (ii) violate, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle otherwise cause any Person (with the giving loss of notice, the passage of time benefit under any Contract or otherwise) other obligation to terminate, accelerate, modify which Seller is a party or call a default under, by which it or result in the creation of any Lien upon any of the properties Purchased Assets are bound, or assets give to others any rights (including rights of termination, foreclosure, cancellation, or acceleration), in or with respect to any of the Company Purchased Assets, or the Business; (iii) give any Governmental Body or other Person the right to challenge this Agreement or any of its Subsidiaries under, the Contemplated Transactions or to exercise any of the terms, conditions remedy or provisions of obtain any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation relief under any Law to which the Company or any of its Subsidiaries is a partySeller may be subject; or (iiiiv) violate result in, require, or permit the creation or imposition of any Applicable Laws relating Encumbrance upon or with respect to the Company, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyPurchased Assets. (b) The execution and delivery by Section 3.3(b) of the Company Disclosure Statement describes each Consent of this Agreement does notor registration, notification, filing, and/or declaration with, any Governmental Body, creditor, lessor, and other Person required to be given or obtained by Seller in connection with the execution, delivery, and performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company other Seller Transaction Documents or any of its Subsidiaries the Contemplated Transactions or to obtain any approval transfer the Purchased Assets free and clear of any Person or approval ofEncumbrances (other than Permitted Encumbrances). All Consents and all registrations, observe notifications, filings, and declarations with any waiting period imposed byGovernmental Body, creditor, lessor, or make other Person identified in Section 3.3(b) of the Disclosure Statement have been obtained as of the date of this Agreement, and true, complete, and correct copies thereof have been delivered to Buyer before the date of this Agreement. Seller has not received any filing with or notification to or seek any approval or authorization request from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except Body for actions required by the HSR Act taken prior information with respect to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyContemplated Transactions.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notby this Agreement will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate of Incorporation Mondavi Articles or the Company By-LawsMondavi Bylaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company Mondavi or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Mondavi or any of its Subsidiaries subsidiaries is a party; or; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Mondavi or any of its Subsidiaries subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, in the case of clauses (ii) and (iii) aboveor review by, as set forth in the Company SEC Documents filed prior to the date hereof or for registration or filing by Mondavi or any of the foregoing that would not reasonably be expected to haveits affiliates with, individually any third party or in the aggregateany Governmental Authority, a Material Adverse Effect on the Company. other than (bi) The execution and delivery by the Company of this Agreement does not, and the performance and consummation approval of this Agreement and the transactions contemplated hereby will notby this Agreement by Mondavi Shareholders, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (iii) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if requiredand Foreign Antitrust Laws, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement laws, and (iiiiv) consents or approvals the filing with the California Secretary of any Governmental Authority State of the failure Merger Agreement; other than, in the case of which to obtain Sections 4.5(b), 4.5(c) and 4.5(d), those exceptions that would not reasonably be expected to havenot, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on the CompanyMondavi.

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not: (i) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing disclosed in Section 4.5(a) to the Company Disclosure Schedule or that would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actionsthe Required Company Stockholders Approval, if any, (ii) actions required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iiiiv) consents or approvals of any Governmental Authority set forth in Section 4.5(b) to the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyCompany Disclosure Schedule.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement or the UPR Stock Option Agreement by UPR, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notor thereby will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate of Incorporation UPR Articles or the Company By-LawsUPR Bylaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company UPR or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company UPR or any of its Subsidiaries subsidiaries is a party; or; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company, UPR or any of its Subsidiaries subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, in the case of clauses (ii) and (iii) aboveor review by, as set forth in the Company SEC Documents filed prior to the date hereof or for registration or filing by UPR or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement Merger and the transactions contemplated hereby will notby UPR Stockholders, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (iii) actions, if any, actions required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iiiiv) consents or approvals of any Governmental Authority Authority; except in the failure case of which to obtain clauses (b), (c) and (d) for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on UPR or a material adverse effect on the Companyability of the parties hereto to consummate the transaction contemplated hereby.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by BLP nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notby this Agreement will: (ia) violateconflict with, or result in a breach of any provision of, the Company BLP Certificate of Incorporation or the Company BLP By-Lawslaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company BLP or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company BLP or any of its Subsidiaries subsidiaries is a party; or; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company, BLP or any of its Subsidiaries subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, in the case of clauses (ii) and (iii) aboveor review by, as set forth in the Company SEC Documents filed prior to the date hereof or for registration or filing by BLP or any of the foregoing that would not reasonably be expected to haveits affiliates with, individually any third party or in the aggregateany Governmental Authority, a Material Adverse Effect on the Company. other than (bi) The execution and delivery by the Company of this Agreement does not, and the performance and consummation adoption of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actionsby this Agreement by BLP Stockholders, if anyrequired, (ii) actions required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement Agreement, and (iiiiv) consents or approvals of any Governmental Authority set forth in Section 5.5 to the failure BLP Disclosure Schedule; except in the case of which Section 5.5(b) that is set forth in Section 5.5(b) to obtain the BLP Disclosure Schedule, and in the case of Sections 5.5(c) and 5.5(d), for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on BLP or a material adverse effect on the Companyability of the parties hereto to consummate the transactions contemplated by this Agreement.

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance Trust Proxy and the consummation of the Reclassification and the other transactions contemplated by this Agreement and the transactions contemplated hereby Trust Proxy do not and will not: not (ia) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default under the Existing Certificate or the Company’s Amended and Restated By-Laws, as adopted by the Board on May 7, 2013 (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person “Company By-Laws”); (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party; or (iiib) violate any Applicable Laws relating Governmental Order or Law applicable to the Company; or (c) subject to the Requisite Shareholder Approvals, the filing of the Proposed Amendments with the Secretary of the State, compliance with the Securities Act and the Exchange Act, including required filings with the U.S. Securities and Exchange Commission (the “SEC”), required filings pursuant to state securities or “blue sky” Laws and the approval by the New York Stock Exchange (the “NYSE”) of the shares of Common Stock into which the Class A Stock and the Class B Stock shall be reclassified by virtue of the Proposed Amendments for listing upon notice of completion, require any action or consent or approval of, or review by, or registration or material filing by the Company with, any of its Subsidiaries or any of their respective properties or assets; Governmental Authority, except, in the case of with respect to clauses (iib) and (iii) abovec), as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any prevent or materially impair or materially delay the consummation of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority the Reclassification and the other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are transactions contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyhereby.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notMerger will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate of Incorporation Parent Organizational Documents or the Company By-Lawscertificate of incorporation or bylaws of Merger Sub; (iib) assuming compliance with the matters referred to in Section 5.3(d), violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company Parent or any of its Subsidiaries is a party; or; (iiic) assuming (i) compliance with the matters referred to in Section 5.3(d) and (ii) adoption of this Agreement by sole stockholder of Merger Sub (which adoption Parent shall cause to be obtained immediately following the execution of this Agreement), violate any Applicable Laws relating applicable to the Company, Parent or any of its Subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its Affiliates with, any Governmental Authority, other than (i) registrations or other actions required under federal, provincial and state securities Laws as are contemplated by this Agreement, and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; except in the case of clauses (iib), (c) and (iiid) above, as set forth in the Company SEC Documents filed prior to the date hereof or above for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or a Material Adverse Effect on the Company. (b) The execution and delivery by the Company ability of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or Parent to consummate any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyTransactions.

Conflicts; Consents and Approvals. (a) The Except as set forth in Schedule 4.3, the execution and delivery of this Agreement by the Company does not, Newco and the performance and consummation BRS of this Agreement and any other documents or instruments contemplated hereby, the performance by Newco and BRS of their respective obligations hereunder and thereunder, and the consummation by Newco and BRS of the transactions contemplated hereby and thereby, do not and will not: (ia) violate, violate or conflict with or result in a breach of any provision of, of the Company Certificate Articles of Incorporation or Bylaws of Newco or the Company By-Lawspartnership agreement of BRS; (iib) violaterequire any consent, approval or notice under, or conflict with, or result in a violation or breach of any provision of, or constitute (with or without the giving of notice or the lapse of time or both) a default (or an event thatgive rise to any right of termination, with the giving of noticemodification, the passage of time cancellation or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, acceleration or result in the creation or imposition of any Lien upon any the property of the properties Newco or assets of the Company or any of its Subsidiaries BRS) under, any of the terms, conditions or provisions of any (i) note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease agreement or other instrument or obligation to which the Company Newco or any of its Subsidiaries BRS is a party; or (iii) violate any Applicable Laws relating , under or pursuant to the Company, any of its Subsidiaries or which any of their respective properties or assets; exceptassets are held or by which any portion of their respective properties or assets may be bound, in the case of clauses or (ii) and (iii) aboveany permit, as set forth in the Company SEC Documents filed prior to the date hereof license, approval, franchise or other governmental or regulatory authorization held or used by or binding on Newco or BRS, except for any of the foregoing conflicts, violations, breaches, defaults or other events that would could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company. assets, liabilities, operations, business, results of operations or condition (bfinancial or otherwise) The execution and delivery by of Newco or BRS or on the Company ability of this Agreement does not, and the performance and consummation of this Agreement and Newco or BRS to consummate the transactions contemplated hereby will nothereby; (c) violate or contravene any law, require the Company statute, rule or regulation, or any of its Subsidiaries to obtain order, writ, judgment, injunction, decree, determination or award currently in effect; or (d) require any action, consent, approval of any Person or approval authorization of, observe any waiting period imposed or review by, or make declaration, registration or filing with, or notice to, any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actionscourt, if anyarbitrator, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations governmental agency or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyregulatory authority.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by ALARIS, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notby this Agreement will: (ia) violateconflict with, or result in a breach of any provision of, the Company ALARIS Certificate of Incorporation or the Company ALARIS By-Lawslaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien material lien, security interest, charge or encumbrance upon any of the properties or assets of the Company ALARIS or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company ALARIS or any of its Subsidiaries subsidiaries is a party; or; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company, ALARIS or any of its Subsidiaries subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, in the case of clauses (ii) and (iii) aboveor review by, as set forth in the Company SEC Documents filed prior to the date hereof or for registration or filing by ALARIS or any of the foregoing that would not reasonably be expected to haveits affiliates with, individually any third party or in the aggregateany Governmental Authority, a Material Adverse Effect on the Company. other than (bi) The execution and delivery by the Company of this Agreement does not, and the performance and consummation approval of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actionsby this Agreement by ALARIS Stockholders, if anyrequired, (ii) actions required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and Agreement, (iiiiv) consents of, approvals of, reviews by or approvals of registrations or filings with any Governmental Authority or third party set forth in Section 5.5(d) to the failure ALARIS Disclosure Schedule and (v) if applicable, the filing of which the Certificate of Merger; except in the case of Section 5.5(b) that is set forth in Section 5.5(b) to obtain the ALARIS Disclosure Schedule, and in the case of Sections 5.5(c) and 5.5(d) for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on ALARIS or a material adverse effect on the Companyability of the parties hereto to consummate the transactions contemplated by this Agreement.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and the performance and consummation Seller of this Agreement and the Transaction Documents to be executed and delivered by it in connection with this Agreement or the Transaction Documents, nor the consummation of the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate Articles of Incorporation or Bylaws of the Company By-LawsSeller; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company Seller or any of its Subsidiaries under, the Shares under any of the terms, conditions or provisions of (1) the organizational documents of the Seller, (2) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company Seller is a party or to which any of its properties or assets may be bound which, if so affected, would either have a Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which the Seller is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than the consent of the Seller’s Board of Directors; (d) violate any order, writ, or injunction, or any decree, or Law applicable to the Seller or any of its Subsidiaries is a partybusiness, properties, or assets; or (iiie) violate require any Applicable Laws relating to the Companyact, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make any registration or filing by the Seller with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by filing of a Current Report on Form 8-K regarding the HSR Act taken prior to consummation of the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are transactions contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyhereby.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and nor the performance and consummation of this Agreement and the transactions contemplated hereby will notMerger will: (ia) violatesubject to receipt, if required by applicable Law, of the Company Stockholder Approval, conflict with, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-LawsOrganizational Documents; (iib) assuming compliance with the matters referred to in Section 4.5(d), violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Lien liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”) upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any noteMaterial Company Contract; (c) assuming compliance with the matters referred to in Section 4.5(d), bondand subject to receipt, mortgageif required by applicable Law, indentureof the Company Stockholder Approval, deed of trustviolate any laws, licensestatutes, contractordinances, undertakingrules, agreementregulations, lease legally binding policies or other instrument guidelines promulgated, or obligation judgments, decrees, decisions or orders entered by any Governmental Authority (collectively, “Laws” and each, a “Law”) applicable to which the Company or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its Affiliates with, any Governmental Authority, other than (i) registrations or other actions required under federal, provincial and state securities Laws as are contemplated by this Agreement, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) consents or approvals of, or notifications to, the Governmental Authorities set forth in Section 4.5(d)(iii) to the Company Disclosure Schedule; except in the case of clauses (iib), (c) and (iiid) above, as set forth in the Company SEC Documents filed prior to the date hereof or above for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Conflicts; Consents and Approvals. (a) The execution Except as set forth on Schedule 4.4(a) of the Disclosure Schedules, the execution, delivery and delivery of this Agreement performance by the Company does not, and the performance and consummation of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (i) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of the Certificate of Formation or Operating Agreement; (ii) conflict with or violate in any material respect any Law applicable to the Company or by which any property or asset of the Company is bound or affected; (iii) conflict with, result in any breach of, or constitute a default (or an event that, with the giving of notice, the passage notice or lapse of time or otherwiseboth, would constitute become a default) under, or entitle require any consent of any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries underpursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assetsMaterial Contract; except, in the case of clauses (ii) and clause (iii) above), as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing such conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution Except as set forth on Schedule 4.4(b) of the Disclosure Schedules, the Company is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and delivery performance by the Company of this Agreement does not, and or the performance and consummation of this Agreement and the transactions contemplated hereby will nothereby, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than except for (i) actions, if any, any filings required by to be made under the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if requiredsuch filings as may be required by any applicable federal or state securities or “blue sky” laws, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the where failure of which to obtain such consent, approval, authorization, order, permit or action, or to make such filing or notification, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyCompany or (iv) as may be necessary as a result of any facts or circumstances relating to the Buyer or any of its Affiliates.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and ▇▇▇▇▇▇ and dated as of the date hereof (a) The the "Purchaser Disclosure Schedule"), the execution and delivery of this Agreement by the Company does not, and the performance and consummation Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement and the consummation of the transactions contemplated hereby and thereby will not: (ia) violate any provision of the Purchaser's certificate of incorporation or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-laws; (b) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwiseboth, would constitute a default) under, require the consent of any party under, or entitle any Person party (with the giving of notice, the passage of time or otherwiseboth) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Company Purchaser, Merger Sub or any of its the Purchaser's Significant Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Purchaser, Merger Sub or any of its the Purchaser's Significant Subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries; or (iiid) violate require any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe or registration or filing by the Purchaser or Merger Sub with, any waiting period imposed bythird party or Governmental Authority, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required with respect to the Purchaser Stock to be issued by the HSR ActDepositary in connection with the Stock Sale or Merger, except authorization for listing the shares of the Purchaser Stock on the NYSE, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act taken prior to and the date hereofcompetition laws of foreign jurisdictions, (ii) the Company Stockholders Approval, if required, (iiiiv) registrations or other actions required under United States federal federal, state and state foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the ▇▇▇▇▇▇ Permits; except, in the case of (b), (c) and (iii) consents or approvals d), for any of any Governmental Authority the failure of which to obtain foregoing that, in the aggregate, would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect material adverse impact on the Companyability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons").

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and the performance and consummation AMBERMAX AND THE AMBERMAX STOCKHOLDERS of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation or the Company By-LawsAMBERMAX AND THE AMBERMAX STOCKHOLDERS; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of AMBERMAX AND THE AMBERMAX STOCKHOLDERS or the Company or any of its Subsidiaries under, Ambermax Shares under any of the terms, conditions or provisions of (1) the organizational documents of AMBERMAX AND THE AMBERMAX STOCKHOLDERS, (2) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company or any of its Subsidiaries AMBERMAX AND THE AMBERMAX STOCKHOLDERS is a party; or (iii) violate any Applicable Laws relating party or to the Company, any of its Subsidiaries or which any of their respective properties or assets; exceptassets may be bound which, in if so affected, would either have a material adverse effect or be reasonably likely to prevent the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notherein, or (3) any permit, registration, approval, license or other authorization or filing to which AMBERMAX AND THE AMBERMAX STOCKHOLDERS is subject or to which any of its properties or assets may be subject; (c) require the Company any action, consent or approval of any non-governmental third party; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to AMBERMAX AND THE AMBERMAX STOCKHOLDERS or any of its Subsidiaries to obtain its, business, properties, or assets; or (e) require any approval of any Person action, consent or approval of, observe any waiting period imposed or review by, or make any registration or filing by AMBERMAX AND THE AMBERMAX STOCKHOLDERS with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyAuthority.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by Witco, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of any provision of, of the Company Witco Certificate of Incorporation or the Company Witco By-Laws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company Witco or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Witco or any of its Subsidiaries subsidiaries is a party; or, except for violations, conflicts or breaches that, individually or in the aggregate, have not had or could not reasonably be expected to have a Material Adverse Effect on Witco; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Witco or any of its Subsidiaries subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or except for any of the foregoing that would not reasonably be expected to haveviolations that, individually or in the aggregate, have not had or could not reasonably be expected to have a Material Adverse Effect on the Company.Witco; or (bd) The execution and delivery require any action or consent or approval of, or review by, or registration or filing by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company Witco or any of its Subsidiaries to obtain affiliates with any approval of any Person third party or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority Authority, other than (i) actionsthe Witco Stockholders Approval, if any, (ii) actions required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States U.S. federal and state securities laws as are contemplated by this Agreement and (iiiiv) consents or approvals the filing of the certificate of merger with the Secretary of State of the State of Delaware. (e) The only vote of holders of any Governmental Authority class or series of Witco capital stock necessary to approve this Agreement, the failure of which to obtain would not reasonably be expected to haveMerger and the other transactions contemplated hereby, individually or in is the aggregate, a Material Adverse Effect on the CompanyWitco Stockholders Approval.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by Culligan, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notor thereby will: (ia) violateconflict with, or result in a breach of any provision of, the Company Culligan Certificate of Incorporation or the Company By-LawsCulligan Bylaws; (iib) except as set forth in Section 4.5 to the Culligan Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Culligan under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Culligan or any of its Subsidiaries subsidiaries is a party; or; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Culligan or any of its Subsidiaries subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, in the case of clauses (ii) and (iii) aboveor review by, as set forth in the Company SEC Documents filed prior to the date hereof or for registration or filing by Culligan or any of its affiliates with, any third party or any Governmental Authority, other than (i) approval of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement Merger and the transactions contemplated hereby will notby Culligan Stockholders, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (iii) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if requiredor any applicable foreign Antitrust Laws, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iiiiv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the failure Culligan Disclosure Schedule; except in the case of which to obtain (b), (c) and (d) for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Culligan or a material adverse effect on the Companyability of the parties to consummate the Merger.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by Papyrus nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of any provision of, the Company Papyrus Certificate of Incorporation or the Company By-LawsPapyrus Bylaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Papyrus under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Papyrus is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Papyrus; or (d) require any action or consent or approval of, or review by, or registration or filing by Papyrus or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Companyaffiliates with, any of its Subsidiaries third party or any of their respective properties or assets; exceptgovernmental entity, in the case of clauses other than (iii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any authorization of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement Merger and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereofPapyrus Stockholders, (ii) the Company Stockholders Approval, if required, (iii) registrations or other any actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority governmental entity set forth in Section 3.5 to the failure Papyrus Disclosure Schedule; except in the case of which to obtain clause (b) , (c) and (d) for any of the foregoing that are set forth in Section 3.5 of the Papyrus Disclosure Schedule or that would not reasonably be expected to have, individually or in the aggregate, aggregate have a Material Adverse Effect on Papyrus or upon the Companyability of the parties to consummate the transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Schedule 3.4 of the Disclosure Schedules: (a) The execution execution, delivery and delivery performance by the Company of this Agreement by or the Company does not, Ancillary Agreements and the performance and consummation of this Agreement and the transactions contemplated hereby and thereby do not and will not: (i) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of the certificate of incorporation or bylaws of the Company or its Subsidiaries; (ii) conflict with or violate any Law applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is bound or affected; or (iii) conflict with, result in any breach of, or constitute a default (or an event that, with the giving of notice, the passage notice or lapse of time or otherwiseboth, would constitute become a default) under, or entitle give rise to any Person (with obligation of the giving of notice, the passage of time or otherwise) Company to terminate, accelerate, modify or call a default make any payment under, or result in the creation require any consent of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries underPerson pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, material contract, undertakingPermit, agreement, lease or other instrument or obligation arrangement to which the Company or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses clause (ii) and or (iii) above), as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing such conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on or that arise as a result of any facts or circumstances relating to the CompanyAcquiror or any of its Affiliates. (b) The execution Company is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and delivery performance by the Company of this Agreement does not, and or the performance and consummation of this Agreement and the transactions contemplated hereby will nothereby, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than except for (i) actions, if any, any filings required by to be made under the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if requiredfiling of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) registrations such filings as may be required by any applicable federal or other actions required under United States federal and state securities laws as are contemplated by this Agreement and or “blue sky” laws, (iiiiv) consents or approvals of any Governmental Authority the where failure of which to obtain such consent, approval, authorization or action, or to make such filing or notification, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on or (v) as may be necessary as a result of any facts or circumstances relating to the CompanyAcquiror or any of its Affiliates.

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not: , (i) violateviolate any provision of the articles of incorporation or bylaws of GBC or similar documents of any of its Subsidiaries or (ii) assuming the Regulatory Approvals are obtained, violate or conflict with or result in a any violation, breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision termination of, or constitute default or loss of a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) material benefit under, or entitle permit the acceleration of any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default obligation under, or result in the creation of any Lien upon material lien, charge or encumbrance on any of the properties property or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, agreement or other instrument, permit, concession, grant, franchise, license, contractjudgment, undertakingorder, agreementdecree, lease statute, law, ordinance, rule or other instrument regulation applicable to GBC or obligation to which the Company or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties properties, other than any such conflicts, violations or assets; except, in the case of clauses defaults which (iix) and (iii) above, as set forth in the Company SEC Documents filed will be cured or waived prior to the date hereof Effective Time or for any of the foregoing that (y) would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyGBC. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than Except for (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereofGBC shareholder approval, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal consents and state securities laws as are contemplated by this Agreement approvals set forth on Section 3.3 of the GBC Disclosure Schedule and (iii) the consents or and approvals of any third parties that are not Governmental Authority Entities, the failure of which to obtain be obtained will not have and would not be reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on GBC, no consents or approvals or, or filings or registrations with, any third party (other than Governmental Entities) are necessary in connection with the Companyexecution and delivery by GBC and General Bank of this Agreement, the Merger Agreement and the Bank Merger Agreement and the consummation by GBC and General Bank of the Merger, the Bank Merger and the other transactions contemplated hereby.

Conflicts; Consents and Approvals. Except in the case of (a) The b), for any of the following that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, neither the execution and delivery of this Agreement by Agreement, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-LawsBylaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries subsidiaries is a party; or; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.or (bd) The execution and delivery require any action or consent or approval of, or review by, or registration or filing by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain affiliates with, any approval of third party or any Person local, domestic, foreign or approval ofmulti-national or supra-national court, observe any waiting period imposed bytribunal, administrative agency or make any filing with commission or notification to other governmental or seek any approval regulatory body, agency, instrumentality or authorization from any authority (a “Governmental Authority Authority”), other than (i) actionsapproval of the Mergers and the transactions contemplated hereby by shareholders of the Company, if any, required by the HSR Act, except for (ii) actions required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if requiredAct”), (iii) registrations filings and consents under non-U.S. laws and regulations intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“Foreign Antitrust Laws”), (iv) registrations, filings, consents, approvals or other actions required under United States federal and state securities laws and the rules of the Nasdaq Stock Market, Inc. as are contemplated by this Agreement Agreement, and (iiiv) consents or approvals the filing of any Governmental Authority the failure Agreement of which to obtain would not reasonably be expected to have, individually or in Merger with the aggregate, a Material Adverse Effect on the CompanySecretary of State.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by Raytheon nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of any provision of, of the Company Certificate certificate of Incorporation incorporation or the Company Byby-Lawslaws of Raytheon or its significant subsidiaries; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company Raytheon or any of its Subsidiaries significant subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Raytheon or any of its Subsidiaries significant subsidiaries is a party; or; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Raytheon or any of its Subsidiaries significant subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, in the case of clauses (ii) and (iii) aboveor review by, as set forth in the Company SEC Documents filed prior to the date hereof or for registration or filing by Raytheon or any of its affiliates with, any third party or any Governmental Authority, other than, (i) authorization of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement Merger and the transactions contemplated hereby will notby Raytheon Stockholders, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (iii) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if requiredand any comparable laws of foreign jurisdictions, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iiiiv) consents or approvals as set forth in Section 4.5 to the Raytheon Disclosure Schedule; except in the case of (b), (c) and (d) for any Governmental Authority of the failure of which to obtain would not reasonably be expected to haveforegoing that, individually or in the aggregate, would neither have a Material Adverse Effect material adverse effect on Raytheon nor materially delay or adversely impact Raytheon's ability to consummate the Companytransactions contemplated hereby.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and the performance and consummation Purchaser of this Agreement and the Transaction Documents to be executed and delivered by it in connection with this Agreement or the Transaction Documents, nor the consummation of the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation or the Company By-LawsPurchaser; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company Purchaser or any of its Subsidiaries under, the Consideration Shares under any of the terms, conditions or provisions of (1) the organizational documents of the Purchaser, (2) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company Purchaser is a party or to which any of its properties or assets may be bound which, if so affected, would either have a Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which the Purchaser is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than the consent of the Purchaser’s Board of Directors; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Purchaser or any of its Subsidiaries is a partyits, business, properties, or assets; or (iiie) violate require any Applicable Laws relating to the Companyaction, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make any registration or filing by the Purchaser with or notification to or seek any approval or authorization from any Governmental Authority other than the filing of a Current Report on Form 8-K regarding the consummation of the transactions contemplated hereby and an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (i) actionsthe “Exchange Act”), if any, required by regarding the HSR Act, except for actions required by designation of a majority of the HSR Act taken prior to directors of the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyPurchaser.

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company, and, subject to the adoption of the Amended and Restated Charter by the stockholders of the Company does not, and the performance filing of the Amended and Restated Charter with the Secretary of State of the State of Delaware, the consummation of this Agreement the Reclassification and the other transactions contemplated hereby and thereby by the Company do not and will not: not (iA) violate, conflict with, or result in a breach of any provision of, or constitute a default under the Company Certificate Company’s certificate of Incorporation incorporation in effect as of the Effective Date (as amended through the Effective Date, the “Current Charter”) or the Company’s Amended and Restated Bylaws (the “Company By-Laws; Bylaws”) in effect as of the Effective Date, (iiB) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage notice or lapse of time or otherwiseboth, would constitute become a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) person to terminate, accelerate, modify or call a default under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries subsidiaries is a party; or party (iiiother than any compensation or similar plan or arrangement), (C) violate any Applicable Laws relating Law applicable to the Company, or (D) subject to the receipt of the Requisite Stockholder Approvals, the filing of the Amended and Restated Charter with the Secretary of State of the State of Delaware, compliance with the Securities Act and the Exchange Act, including required filings with the U.S. Securities and Exchange Commission (the “SEC”), required filings pursuant to state securities or “blue sky” Laws and the approval by the New York Stock Exchange (the “NYSE”) of the shares of Class A Common Stock into which the Class B Common Stock shall be exchanged and reclassified by virtue of the Amended and Restated Charter for listing (subject to official notice of issuance), require any of its Subsidiaries action or consent or approval of, or review by, or registration or filing by the Company with, any of their respective properties or assets; Governmental Authority, except, in the case of with respect to clauses (iiB), (C) and (iii) aboveD), as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any prevent or materially impair or materially delay the consummation of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority the Reclassification and the other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are transactions contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyhereby.

Conflicts; Consents and Approvals. (a) The execution execution, delivery and delivery of this Agreement performance by the Company does not, and the performance and consummation Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (i) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of the articles of organization or the operating agreement of the Seller; (ii) conflict with or violate in any material respect any Law applicable to the Seller or by which any property or asset of the Seller is bound or affected; (iii) conflict with, result in any breach of, or constitute a default (or an event that, with the giving of notice, the passage notice or lapse of time or otherwiseboth, would constitute become a default) under, or entitle require any consent of any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries underpursuant to, any of the terms, conditions material contract or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation arrangement to which the Company or any of its Subsidiaries Seller is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and clause (iii) above), as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing such conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySeller or that arise as a result of any facts or circumstances relating to the Buyer or any of its Affiliates. (b) The execution Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and delivery performance by the Company of this Agreement does not, and or the performance and consummation of this Agreement and the transactions contemplated hereby will nothereby, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than except for (i) actions, if any, any filings required by to be made under the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if requiredsuch filings as may be required by any applicable federal or state securities or “blue sky” laws, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the where failure of which to obtain such consent, approval, authorization, order, permit or action, or to make such filing or notification, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanySeller or (iv) as may be necessary as a result of any facts or circumstances relating to the Buyer or any of its Affiliates.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and nor the performance and consummation of this Agreement and the transactions contemplated hereby will notMerger will: (ia) violatesubject to receipt of the Company Stockholder Approval, conflict with, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-LawsOrganizational Documents; (iib) assuming compliance with the matters referred to in Section 3.5(d), violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Lien liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”) upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any noteMaterial Company Contract; (c) assuming compliance with the matters referred to in Section 3.5(d), bondand subject to receipt of the Company Stockholder Approval, mortgageviolate any laws, indenturestatutes, deed of trustordinances, licenserules, contractregulations, undertakinglegally binding policies or guidelines promulgated, agreementor judgments, lease decrees, decisions or other instrument or obligation orders entered by any Governmental Authority (collectively, “Laws” and each, a “Law”) applicable to which the Company or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, or review by, or registration or filing by the Company or any of its Affiliates with, any Governmental Authority, other than (i) authorization for inclusion of the Parent Common Shares to be issued pursuant to this Agreement on NASDAQ and the TSX, subject to official notice of issuance, (ii) registrations or other actions required under federal, provincial and state securities Laws as are contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iv) consents or approvals of, or notifications to, the Governmental Authorities set forth in Section 3.5(d)(iv) to the Company Disclosure Schedule; except in the case of clauses (iib), (c) and (iiid) above, as set forth in the Company SEC Documents filed prior to the date hereof or above for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by MIGRA nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate of Incorporation MIGRA Articles or the Company By-LawsMIGRA Bylaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien material lien, security interest, charge or encumbrance upon any of the properties or assets of MIGRA or the Company or any of its Subsidiaries Ventures (collectively, the "MIGRA Companies") under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries it is a party; (c) violate any order, writ, injunction or decree, or, to the actual knowledge of MIGRA and each MIGRA Stockholder, any statute, rule or regulations applicable to the MIGRA Companies; or (iiid) violate require any Applicable Laws relating to action, consent, approval or authorization of, or review by, or declaration, registration or filing by any of the CompanyMIGRA Companies with, any of its Subsidiaries third party or any Governmental Authority, other than actions as may be required by the HSR Act, actions to be taken with respect to federal and state securities laws, the filing of their respective properties the Certificate of Merger with the Ohio Secretary of State and the Articles of Merger with the Florida Department of State and the approval of the stockholders of MIGRA (other than the MIGRA Stockholders); except (i) in the case of clause (b) or assets; except(d) for any of the foregoing that are set forth in Section 4.5 of the MIGRA Disclosure Schedule, (ii) in the case of clauses (iib) and through (iiid) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act MIGRA Companies taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement a whole and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregatecase of clause (d), a Material Adverse Effect on for any of the Companyforgoing which have been or will be obtained prior to the Closing.

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 of the Sellers' Disclosure Schedule, neither the execution, delivery and performance of this Agreement or the Ancillary Agreements by Sellers or their Affiliates (to the extent party thereto), nor the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, will: (a) The execution and delivery of this Agreement by the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not: (i) violateconflict with, or result in a breach of any provision of, the certificate of incorporation, bylaws, partnership or other comparable organizational documents of (i) any Seller, (ii) any Analytical Technologies Company Certificate of Incorporation or (iii) the Company By-LawsJoint Ventures; (iib) (i) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation acceleration of, or create in any party the right to accelerate, terminate or cancel or require any consent, waiver, approval, notice, filing, declaration or authorization under (in each case whether with notice or lapse of time or both) (x) any Lien upon any of Contract (in respect to the properties or assets of the Company Analytical Technologies Business) to which Parent or any of its Subsidiaries under(including the Analytical Technologies Companies) or any Joint Venture is a party or by which it is bound or (y) any Permit, or (ii) result in the creation of any Encumbrance (other than any Permitted Encumbrance) upon any Assets of the termsAnalytical Technologies Business (including the Analytical Technologies Assets, conditions the Analytical Technologies Company Stock and the Joint Venture Interests), except for any such violation, conflict, breach, default, acceleration, creation of right, consent, waiver, approval, notice, filing, declaration, authorization or provisions creation or imposition of Encumbrance that is not material to the Analytical Technologies Business; (c) subject to obtaining the Required Antitrust Approvals, conflict with or violate any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Laws applicable to which the Company Parent or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the CompanySubsidiaries, any of its Subsidiaries Joint Venture or any of their respective properties or assets; exceptthe Analytical Technologies Business, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or except for any of the foregoing that would not reasonably be expected to haveconflicts or violations that, individually or in the aggregate, a Material Adverse Effect on are not material to the Company.Analytical Technologies Business; or (bd) The execution and delivery by the Company of this Agreement does notrequire any filings or registration with, and the performance and consummation of this Agreement and the transactions contemplated hereby will notnotification to, require the Company or any of its Subsidiaries to obtain any authorization, consent or approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority (collectively, "Governmental Filings"), other than (i) actions, if any, required by Governmental Filings under the HSR Act, except for actions required by the HSR Canadian Competition Act taken prior to the date hereofor other Antitrust Laws, (ii) as set forth in Section 5.4(d) of the Company Stockholders Approval, if requiredSellers' Disclosure Schedule, (iii) registrations Governmental Filings that become applicable as a result of the identity of Buyer or any Designated Buyer, or (iv) such other actions required under United States federal Governmental Filings the failure to obtain which is not material to the Analytical Technologies Business and state securities laws as are would not impair in any material respect the ability of Parent and the other Sellers and their Subsidiaries or the Joint Ventures to consummate the transactions contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyAgreement.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by ALP nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate of Incorporation ALP Articles or the Company ALP By-Lawslaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien material lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries ALP under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company ALP or any of its Subsidiaries ALP Stockholder is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ALP or any ALP Stockholder; or (iiid) violate require any Applicable Laws relating to the Companyaction or consent or approval of, or review by, or registration or filing by ALP, any of its Subsidiaries ALP Stockholder or any of their respective properties or assets; exceptaffiliates with, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company third party or any of its Subsidiaries to obtain any approval of any Person or approval ofGovernmental Authority, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, actions required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and laws, (iii) consents or approvals of any Governmental Authority set forth in Section 4.5 of the failure ALP Disclosure Schedule, and (iv) filing of which to obtain the Certificate of Merger with the Illinois Secretary of State; except in the case of clause (b) or (d) for any of the foregoing that are set forth in Section 4.5 of the ALP Disclosure Schedule, and in the case of clauses (b) through (d) for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the CompanyALP.

Conflicts; Consents and Approvals. (a) The Except as set forth in Schedule 4.3, neither the execution and delivery of this Agreement by Agreement, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of of, any provision of, of the Company Certificate articles of Incorporation incorporation or the Company Byby-Laws;laws of Comcast, (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, cancel, modify or call a default under, or result in the creation of any Lien Claim upon any of the properties or assets of the Company or any of its Subsidiaries Comcast under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Comcast is a party which could reasonably be expected to prevent, materially interfere with or materially delay the Company consummation of the transactions contemplated hereby; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Comcast or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; except, in assets the case effect of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not which could reasonably be expected to haveprevent, individually materially interfere with or in materially delay the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will nothereby, or (d) require the Company any action or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make any registration or filing with or notification to or seek any approval or authorization from by Comcast with, any Governmental Authority or to the Knowledge of Comcast any third party, other than (i) actions, if any, actions required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, ; (ii) the Company Stockholders Approval, if required, filing of any Schedule 13D with the SEC or the Amendment of any Schedule 13D already on file with the SEC; or (iii) registrations actions or other actions filings required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents a result of or approvals relating to the status of any Governmental Authority BTH, the failure of which to obtain would not reasonably be expected to have, individually BTH Subsidiaries or in the aggregate, a Material Adverse Effect on the Company.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement, the Ancillary Agreements and any other agreements, documents and instruments to be executed and delivered in connection with this Agreement by or any of the Company does notAncillary Agreements, nor, upon the entry of the 363 Order and the performance and 365 Order, the consummation of this Agreement and the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation (i) any Seller Entity or (ii) any other Subsidiary of Seller which is a party to the Ancillary Agreements or any other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Company By-LawsAncillary Agreements; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call declare a default under, or result in the creation of any Lien upon Liability in respect of, or cause an Encumbrance upon, any of the properties or assets of the Company Acquired Companies or upon any of its Subsidiaries underAcquired Assets, including, under any of the terms, conditions or provisions of (i) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which any Seller Entity is a party or by which any of their respective properties or assets (including the Company Acquired Assets) is bound or (ii) any Permit (other than Permits that are not material to the operation of the Acquired Business or the use, holding or ownership of any of the Acquired Assets and which are readily obtainable by any Person without undue burden, expense or delay) or filing to which any Seller Entity or any Subsidiary of any Seller Entity is subject or by which any of their respective properties or assets (including the Acquired Assets) is bound, except in the case of Acquired Assets and assets of Acquired Companies, those violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions, or revocations that are excused by or unenforceable as a result of Seller Parties' filing of the Petition(s) or the applicability of the Bankruptcy Code (but only to the extent such excuse, lack of enforceability or application of the Bankruptcy Code will continue to apply in favor of Buyer and its Subsidiaries is a party; orsuccessors and assigns following the Closing); (iiic) violate any Applicable Laws relating Law applicable to the Company, any of its Subsidiaries Seller Entity or Acquired Company or any of their respective properties or assets; exceptassets (including the Acquired Assets) or to the Acquired Business; (d) require any action, consent or approval of any non-governmental third party, other than consents and approvals of any non-governmental third party (i) set forth in Section 3.4(d) of the case of clauses Seller Parties Disclosure Schedule or (ii) and excused by or rendered unnecessary as a result of Sellers Parties' filing of the Petition(s) or the applicability of the Bankruptcy Code (iii) above, as set forth in the Company SEC Documents filed prior but only to the date hereof extent such excuse, rendering or for any application of the foregoing that would not reasonably be expected Bankruptcy Code will continue to have, individually or apply in favor of Buyer and its successors and assigns following the aggregate, a Material Adverse Effect on Closing) (the Company."Third Party Consents"); or (be) The execution and delivery by the Company of this Agreement does notrequire any action, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make any registration or filing by Seller Parties or the Acquired Companies with or notification to or seek any approval or authorization from any Governmental Authority Body, other than consents, approvals, or authorizations of, or declarations or filings (i) actions, if any, required by set forth in Section 3.4(e) of the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, Seller Parties Disclosure Schedule or (ii) excused by or rendered unnecessary as a result of Sellers Parties' filing of the Company Stockholders ApprovalPetition(s) or the applicability of the Bankruptcy Code (but only to the extent such excuse, if required, rendering or application of the Bankruptcy Code will continue to apply in favor of Buyer and its successors and assigns following the Closing) (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any the "Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyConsents").

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby by this Agreement do not and will not: not (ia) violate, conflict with, or result in a breach of any provision of, or constitute a default under, the Company Company's Restated Certificate of Incorporation Incorporation, as amended, or the Company Amended and Restated By-Laws; laws; (iib) subject to receipt of the Financing (as defined in Section 2.5) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage notice or lapse of time or otherwiseboth, would constitute become a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) party to terminate, accelerate, modify or call a default under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party; or (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company; or (d) other than the Requisite Stockholder Approval, the filing of the Certificate of Merger or, if applicable, the Certificate of Amendment with the Secretary of State of the State of Delaware, required filings with the Securities and Exchange Commission (the "Commission") or pursuant to state securities or "blue sky" laws, and the approval by the New York Stock Exchange of the shares of Common Stock for listing upon notice of issuance, require any action or consent or approval of, or review by, or registration or material filing by the Company with, any of its Subsidiaries third party or any of their respective properties local, state or assets; federal court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority, except, in the case of with respect to clauses (iib), (c) and (iii) aboved), as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does notCompany, and nor the performance and consummation of this Agreement and the transactions contemplated hereby will notor by the Securities Purchase Agreement will: (ia) violateconflict with, or result in a breach of violate any provision of, of the Company Certificate of Incorporation or By-laws (or any similar organizational document) of the Company By-Lawsor any Company Subsidiary; (iib) violate, or conflict with, violate or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its the Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its the Company Subsidiaries is a party; orparty or by which any of their respective properties or assets may be bound; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company, Company or any of its the Company Subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, in the case of clauses (ii) and (iii) aboveor review by, as set forth in or registration or filing by the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to haveCompany Subsidiaries with any third party or any Governmental Authority, individually or in other than (i) authorization of the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement Merger and the transactions contemplated hereby will not, require by the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, Stockholders and (ii) the Company Stockholders Approval, if required, (iii) registrations or other any actions required under United States federal and state securities laws as are contemplated by this Agreement Agreement; except for any of the foregoing that are set forth in Subsections (b), (c) or (d) of Schedule 4.5 to the Company Disclosure Schedule and, in the case of Subsections (b), (c) and (iii) consents or approvals d), for any of any Governmental Authority the failure of which to obtain foregoing that would not reasonably be expected to haveneither, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the CompanyCompany nor prevent or delay the consummation of the transactions contemplated hereby.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and the performance and consummation Purchaser of this Agreement and the Transaction Documents to be executed and delivered by it in connection with this Agreement or the Transaction Documents, nor the consummation of the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation or the Company By-LawsPurchaser; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company Purchaser or any of its Subsidiaries under, the Blue Star Shares under any of the terms, conditions or provisions of (i) the organizational documents of the Purchaser, (ii) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company Purchaser is a party or to which any of its properties or assets may be bound which, if so affected, would either have a Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (iii) any permit, registration, approval, license or other authorization or filing to which the Purchaser is subject or to which any of its properties or assets may be subject; (c) except as set forth on Schedule 4.3 require any action, consent or approval of any non-governmental third party, other than the consent of the Purchaser’s board of directors; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Purchaser or any of its Subsidiaries is a partyits, business, properties, or assets; or (iiie) violate require any Applicable Laws relating to the Companyaction, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make any registration or filing by the Purchaser with or notification to or seek any approval or authorization from any Governmental Authority Authority, other than (i) actions, if any, required the filing of a Current Report on Form 8-K by the HSR Act, except for actions required by Purchaser regarding the HSR Act taken prior to consummation of the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are transactions contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyhereby.

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby by this Agreement do not and will not: not (ia) violate, conflict with, or result in a breach of any provision of, or constitute a default under, the Company Company's Restated Certificate of Incorporation Incorporation, as amended, or the Company Amended and Restated By-Laws; laws; (iib) subject to receipt of the Required Waivers (as defined herein), if any, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage notice or lapse of time or otherwiseboth, would constitute become a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) party to terminate, accelerate, modify or call a default under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party; or (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to the Company; or (d) other than the Requisite Stockholder Approval, the filing of the Certificate of Merger or, if applicable, the Certificates of Amendment with the Secretary of State of the State of Delaware, required filings with the Securities and Exchange Commission (the "Commission") or pursuant to state securities or "blue sky" laws, and the approval by the New York Stock Exchange of the shares of Common Stock for listing upon notice of issuance, require any action or consent or approval of, or review by, or registration or material filing by the Company with, any of its Subsidiaries third party or any of their respective properties local, state or assets; federal court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority, except, in the case of with respect to clauses (iib), (c) and (iii) aboved), as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement, the Ancillary Agreements and any other agreements, documents and instruments to be executed and delivered in connection with this Agreement by or any of the Company does notAncillary Agreements, and nor the performance and consummation of this Agreement and the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation or the Company By-Lawseach of Parent and Buyer; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any each of its Subsidiaries under, Parent and Buyer under any of the terms, conditions or provisions of (i) any note, bond, mortgage, credit agreement, indenture, deed of trust, license, contract, undertaking, agreement, lease lease, arrangement, understanding or other instrument or obligation to which the Company each of Parent and Buyer is a party or to which any of its Subsidiaries their properties or assets may be bound or (ii) any permit, registration, approval, license or other authorization or filing to which each of Parent and Buyer is a party; orsubject or to which any of their respective properties or assets may be subject; (iiic) require any action, consent or approval of any non-governmental Third Party; (d) violate any Applicable Laws relating Law or any regulation of any self-regulatory organization applicable to the Company, any each of its Subsidiaries Parent and Buyer or any of their respective properties or assets; (e) require any action, consent or approval of, or review by, or registration or filing by each of Parent and Buyer with, any Governmental Body, other than (i) approvals under Competition Laws in jurisdictions in which notifications are required or advisable and (ii) such Governmental Consents set forth in Section 3.4(e) of the Seller Parties Disclosure Schedule to be procured by Buyer; except, or (f) except in the case of clauses (iiSection 4.3(d) and (iii) aboveSection 4.3(e), as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing items specified therein that would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company. (b) The execution ability of each of Parent and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and Buyer to consummate the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyAncillary Agreements.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement, the Ancillary Agreements and any other agreements, documents and instruments to be executed and delivered in connection with this Agreement by or any of the Company does notAncillary Agreements, and nor the performance and consummation of this Agreement and the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation or the Company By-Lawseach of Parent and Buyer; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any each of its Subsidiaries under, Parent and Buyer under any of the terms, conditions or provisions of (i) any note, bond, mortgage, credit agreement, indenture, deed of trust, license, contract, undertaking, agreement, lease lease, arrangement, understanding or other instrument or obligation to which the Company each of Parent and Buyer is a party or to which any of its Subsidiaries their properties or assets may be bound or (ii) any permit, registration, approval, license or other authorization or filing to which each of Parent and Buyer is a party; orsubject or to which any of their respective properties or assets may be subject; (iiic) require any action, consent or approval of any non-governmental Third Party; (d) violate any Applicable Laws relating Law or any regulation of any self-regulatory organization applicable to the Company, any each of its Subsidiaries Parent and Buyer or any of their respective properties or assets; (e) require any action, consent or approval of, or review by, or registration or filing by each of Parent and Buyer with, any Governmental Body, other than (i) approvals under Competition Laws in jurisdictions in which notifications are required or advisable and (ii) such Governmental Consents set forth in SECTION 3.4(e) OF THE SELLER PARTIES DISCLOSURE SCHEDULE to be procured by Buyer; except, or (f) except in the case of clauses (iiSECTION 4.3(d) and (iii) aboveSECTION 4.3(e), as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing items specified therein that would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company. (b) The execution ability of each of Parent and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and Buyer to consummate the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyAncillary Agreements.

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement and the RMS Proxy by the Company, and the consummation of the Reclassification and the other transactions contemplated hereby and thereby by the Company does not, do not and the performance and consummation of this Agreement and the transactions contemplated hereby will not: not (ia) violate, conflict with, or result in a breach of any provision of, or constitute a default under the Company Certificate of Incorporation Charter or the Company’s Amended and Restated Bylaws (the “Company By-Laws; Bylaws”), (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage notice or lapse of time or otherwiseboth, would constitute become a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) party to terminate, accelerate, modify or call a default under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party; or party (iiiother than any compensation or similar plan or arrangement), (c) violate any Applicable Laws relating Law applicable to the Company, or (d) subject to the Requisite Stockholder Approval, the filing of the Proposed Amendments with the SDAT, compliance with the Securities Act and the Exchange Act, including required filings with the U.S. Securities and Exchange Commission (the “SEC”), required filings pursuant to state securities or “blue sky” Laws and the approval by the New York Stock Exchange (the “NYSE”) of the shares of Class A Common Stock into which the Class B Common Stock shall be exchanged and reclassified by virtue of the Proposed Amendments for listing (subject to official notice of issuance), require any of its Subsidiaries action or consent or approval of, or review by, or registration or material filing by the Company with, any of their respective properties or assets; Governmental Authority, except, in the case of with respect to clauses (iib), (c) and (iii) aboved), as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any prevent or materially impair or materially delay the consummation of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority the Reclassification and the other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are transactions contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyhereby.

Conflicts; Consents and Approvals. (a) The None of the execution and or delivery of this Agreement by the Company does notCompany, and nor the performance and consummation of this Agreement and the transactions contemplated hereby will notTransactions or compliance by the Company with any of the provisions hereof will: (ia) violateconflict with, or result in a breach violation of any provision of, the Company Certificate Articles of Incorporation or Bylaws of the Company By-LawsCompany, each as amended to date; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.or (bd) The execution and delivery require any action or consent or approval of, or review by, or registration or filing by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain subsidiaries or affiliates with, any approval of any Person third party or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority Authority, other than (i) actions, if any, required approval of the Merger and the Transactions by the HSR Act, except for actions required by the HSR Act taken prior to the date hereofCompany Shareholders, (ii) the Company Stockholders Approvalregistrations, if required, (iii) registrations filings or other actions required under United States federal and state securities laws as are contemplated by this Agreement and laws, (iii) compliance with the requirements of NASDAQ, (iv) consents or approvals of any Governmental Authority set forth in Section 5.5(d) of the failure Company Disclosure Schedule, and (v) filing and recordation of which to obtain appropriate merger documents as required by the FBCA; except for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or a material adverse effect on the Companyability of the parties to consummate the Transactions.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by Agreement, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of of, any provision ofof the certificate of incorporation, by-laws, memorandum of association or articles of association or similar organizational documents of BTH or either of the Company Certificate of Incorporation or the Company By-LawsBTH Subsidiaries; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, cancel, modify or call a default under, or result in the creation of any Lien Claim upon any of the properties or assets of BTH, the Company BTH Subsidiaries, or any of its Subsidiaries their respective subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which any of the Company foregoing is a party (excluding, for purposes of this Section 3.6(b), the ▇▇▇▇▇/BTH Agreements and the ▇▇▇▇▇ Companies Shareholders Agreements, as to which such agreements no representation or warranty is made under this paragraph (b)), which could reasonably be expected to prevent, materially interfere with or materially delay the consummation of the transactions contemplated by this Agreement; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BTH, either of the BTH Subsidiaries or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries their subsidiaries or any of their respective properties or assets; exceptassets the effect of which could reasonably be expected to, in the case of clauses (ii) and (iii) aboveBTH prevent, as set forth in materially interfere with or delay the Company SEC Documents filed prior to the date hereof or for any consummation of the foregoing that would not reasonably be expected to havetransactions contemplated by this Agreement, individually or in the aggregatecase of each of the BTH Subsidiaries, have a Material Adverse Effect on such BTH Subsidiary or prevent, materially interfere with or materially delay the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, hereby; (d) require the Company any action or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make registration or filing by BTH, either of the BTH Subsidiaries, or any filing of their subsidiaries or to the Knowledge of BTH, the Company or the ▇▇▇▇▇ Companies with (i) any local, domestic, foreign or notification to multi-national court, arbitral tribunal, administrative agency or seek any approval commission or authorization from any other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority Authority"), other than (iw) actions, if any, required by the HSR Act, except for actions required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act taken prior Act"); (x) the filing of any Schedule 13D with the Securities and Exchange Commission ("SEC") or the amendment of any Schedule 13D already on file with the SEC; (y) Franchise Approvals; or (z) actions required as a result of or relating to the date hereof, regulatory status of Comcast or (ii) to the Company Stockholders ApprovalKnowledge of BTH, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companythird party.

Conflicts; Consents and Approvals. (a) The execution execution, delivery and delivery of this Agreement performance by the Company does not, and the performance and consummation Sellers of this Agreement and the Transfer Documents and the consummation by the Sellers of the transactions contemplated hereby will not: not (i) violate, violate or result in a breach conflict with the Articles of any provision of, Organization and Limited Liability Company Operating Agreement of Aquafilm or the Company Certificate Articles of Incorporation or the Company By-Laws; Bylaws of Aquafilm USA, (ii) assuming satisfaction of the requirements set forth in Section 3.4(b) below, violate any provision of law, rule or regulation to which the Sellers are subject or violate or conflict with any order, judgment, injunction or decree applicable to the Sellers or (iii) except as disclosed on Schedule 3.4, violate, or conflict with, or result in a breach of any provision of, or constitute a default (under or an event thatgive rise to a right of termination, with cancellation or acceleration of any right or obligation of the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default Sellers under, or result in the creation of any Lien upon a lien or Encumbrance on any of the properties or assets of the Company or any of its Subsidiaries underSellers pursuant to, any of the terms, conditions or provisions provision of any agreement, contract, note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, or lease or other instrument or obligation to which binding upon the Company Sellers or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to license, franchise, permit or other similar authorization held by the CompanySellers, any of its Subsidiaries or any of their respective properties or assets; except, except in the case of clauses (ii) and the foregoing clause (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that such violation, conflict, default, right or lien which would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect. (b) The execution execution, delivery and delivery performance by the Company of this Agreement does not, and the performance and consummation Sellers of this Agreement and the Transfer Documents and the consummation by the Sellers of the transactions contemplated hereby will notdo not require any consent from, require the Company or any of its Subsidiaries to obtain any approval of any Person filing with, consent or approval of, observe or notice to any waiting period imposed bygovernmental body, agency or official or any third party (including without limitation, in each case, any consent, approval or notice under any agreement, contract, note, bond, mortgage, indenture, or make lease or other instrument binding upon the Sellers or any filing with license, franchise, permit or notification to or seek any approval or other similar authorization from any Governmental Authority other than (i) actions, if any, required held by the HSR Act, Sellers) except for actions any consent, filing or notice that the Sellers are required by to obtain or make disclosed on Schedule 3.4. The parties have indicated with respect to the HSR Act taken consents disclosed on Schedule 3.4 which of such consents will be required to be obtained prior to the date hereof, Closing (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregateeach such indicated consent, a Material Adverse Effect on the Company“Required Consent”).

Conflicts; Consents and Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by each TWCable Party and each member of the Company does notTWCable Group that is specified to be a party to this Agreement, the Ancillary Agreements to which such Person is a party and the performance other agreements, documents and instruments to be executed and delivered by such Person in connection with the Separation and the consummation by each such Person of this Agreement and the transactions contemplated hereby and thereby do not and will not: (ia) violatecontravene, conflict with or result in a any violation or breach of any provision of, of the Company Certificate organizational documents of Incorporation or the Company By-Lawssuch Person; (iib) violateassuming that the approvals required under Section 7.06(e) are obtained, or contravene, conflict with, with or result in a any violation, breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien upon any of the properties of a TWCable Party or assets any member of the Company or any of its Subsidiaries under, TWCable Group under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation contract to which a TWCable Party or any member of the Company TWCable Group is a party or pursuant to which any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; exceptassets are bound, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or except for any of the foregoing such conflicts, violations, breaches, defaults or occurrences that would not reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect on prevent or materially delay the Company. (b) The execution and delivery by consummation of the Company Separation or performance of this Agreement does not, or any Ancillary Agreement by a TWCable Party or any member of the TWCable Group; (c) except for the acceptance for listing of the shares of TWCable Capital Stock issued by TWCable in the TWNY Exchange and the performance and consummation of this Agreement and the transactions contemplated hereby will notRecapitalization, require the Company any action, consent or any of its Subsidiaries to obtain any approval of any Person non-governmental third party other than any action, consent or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain be obtained would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to prevent or materially impede or delay the consummation of the Separation or the performance of this Agreement or any Ancillary Agreement by a Material Adverse Effect on TWCable Party or any member of the CompanyTWCable Group; (d) assuming that the approvals required under Section 7.06(e) are obtained, violate any order, writ or injunction, or any material decree or material Law applicable to any member of the TWCable Group or any of their properties or assets except as would not, individually or in the aggregate, be reasonably likely to prevent or materially impede or delay the consummation of the Separation or the performance of this Agreement or any Ancillary Agreement by a TWCable Party or any member of the TWCable Group; or (e) require any Authorization from any Governmental Authority, except for (i) the Registration Statement, if applicable, (ii) the Information Statement, (iii) applicable requirements of the Exchange Act, the Securities Act and state securities or blue sky laws, (iv) the FCC Consents, (v) any LFA Approvals, (vi) the filing of the Amended Charter with the Secretary of State of the State of Delaware, (vii) the filing of a certificate of merger or other appropriate documents executed in accordance with the relevant provisions of the DGCL with the Secretary of State of the State of Delaware in connection with the Internal Restructuring and (viii) where the failure to obtain such Authorizations would not prevent or materially impede or delay the consummation of the Separation or the performance of this Agreement or any Ancillary Agreement by a TWCable Party or any member of the TWCable Group.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and the performance and consummation Acquisition Corp. of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation or the Company By-LawsAcquisition Corp.; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, Acquisition Corp. under any of the terms, conditions or provisions of (1) the organizational documents of Acquisition Corp., (2) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company or any of its Subsidiaries Acquisition Corp. is a party; or (iii) violate any Applicable Laws relating party or to the Company, any of its Subsidiaries or which any of their respective properties or assets; exceptassets may be bound which, in the case of clauses (ii) and (iii) aboveif so affected, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, either have a Material Adverse Effect on or be reasonably likely to prevent the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notherein, or (3) any permit, registration, approval, license or other authorization or filing to which Acquisition Corp. is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party other than the Acquisition Corp. Required Consents listed in Schedule 5.4; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company or any of its Subsidiaries to obtain its, business, properties, or assets; or (e) require any approval of any Person action, consent or approval of, observe any waiting period imposed or review by, or make any registration or filing by Acquisition Corp. with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by filing of the HSR Act taken prior to Merger Certificates and compliance with applicable rules of the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanySEC.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and the performance and consummation Purchaser of this Agreement and the Transaction Documents to be executed and delivered by it in connection with this Agreement or the Transaction Documents, nor the consummation of the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation or the Company By-LawsPurchaser; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company Purchaser or any of its Subsidiaries under, the Blue Star Shares under any of the terms, conditions or provisions of (i) the organizational documents of the Purchaser, (ii) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company Purchaser is a party or to which any of its properties or assets may be bound which, if so affected, would either have a Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (iii) any permit, registration, approval, license or other authorization or filing to which the Purchaser is subject or to which any of its properties or assets may be subject; (c) except as set forth on Schedule 1 require any action, consent or approval of any non-governmental third party, other than the consent of the Purchaser’s board of directors; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Purchaser or any of its Subsidiaries is a partyits, business, properties, or assets; or (iiie) violate require any Applicable Laws relating to the Companyaction, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make any registration or filing by the Purchaser with or notification to or seek any approval or authorization from any Governmental Authority Authority, other than (i) actions, if any, required the filing of a Current Report on Form 8-K by the HSR Act, except for actions required by Purchaser regarding the HSR Act taken prior to consummation of the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are transactions contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyhereby.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and the performance and consummation Purchaser of this Agreement and the other agreements, documents and instruments to be executed and delivered by either of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby will notor thereby, does: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation or the Company By-LawsPurchaser; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, Purchaser under any of the terms, conditions or provisions of (i) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company Purchaser is a party or to which any of its Subsidiaries properties or assets are bound or (ii) any permit, registration, approval, license or other authorization or filing to which the Purchaser is a party; or (iii) violate any Applicable Laws relating subject or to the Company, which any of its Subsidiaries or any of their respective properties or assets; exceptassets is subject, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to havewould, individually or in the aggregate, a Material Adverse Effect on be reasonably likely to prevent or materially impede or delay the Company. (b) The execution and delivery consummation by the Company Purchaser, of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notby this Agreement; (c) require any action, require the Company consent or any of its Subsidiaries to obtain any approval of any Person non-governmental third party other than any such action, consent or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain which would not reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect on be reasonably likely to prevent or materially impede or delay the Companyconsummation by the Purchaser of the transactions contemplated by this Agreement; (d) violate any material order, writ, or injunction, decree or Law applicable to the Purchaser; or (e) require any material action, consent or approval of, or review by, or registration or filing by the Purchaser with, any Governmental Authority, except possible actions in connection with U.S. export control laws.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by Comet, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notor thereby will: (ia) violateconflict with, or result in a breach of any provision of, the Company Comet Certificate of Incorporation or the Company By-LawsComet Bylaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Comet under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries Comet is a party; or, including without limitation any Contract, except as set forth in Schedule 4.5(b) and that would not, individually or in the aggregate, have a Material Adverse Effect on Comet; (iiic) violate any (i) order, writ, injunction, decree, ruling, assessment, arbitration, or award of any Governmental Authority or arbitrator and any Contract with any Governmental Authority pertaining to compliance with any law; or (ii) Applicable Laws Law relating to the Company, any of its Subsidiaries Comet or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing assets that would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the Company.Comet; or (bd) The execution and delivery require any action or consent or approval of, or review by, or registration or filing by Comet or any of its affiliates with, any third party or any Governmental Authority, other than (i) approval of the Company of this Agreement does not, and the performance and consummation of this Agreement Merger and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, whether by vote or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by written consent of the HSR Act, except for actions required by the HSR Act taken prior to the date hereofComet Stockholders as described in Section 4.23, (ii) the Company Stockholders Approval, if required, (iii) registrations filings or other actions required under United States federal and state securities laws as are contemplated by this Agreement Agreement, and (iii) consents or approvals of any Governmental Authority the failure of which to obtain that would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the CompanyComet.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and the performance and consummation Holdco of this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation or the Company By-LawsHoldco; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, Holdco under any of the terms, conditions or provisions of (1) the organizational documents of Holdco, (2) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company or any of its Subsidiaries Holdco is a party; or (iii) violate any Applicable Laws relating party or to the Company, any of its Subsidiaries or which any of their respective properties or assets; exceptassets may be bound which, in the case of clauses (ii) and (iii) aboveif so affected, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, either have a Material Adverse Effect on or be reasonably likely to prevent the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notherein, require the Company or (3) any permit, registration, approval, license or other authorization or filing to which Holdco is subject or to which any of its Subsidiaries to obtain properties or assets may be subject; (c) require any action, consent or approval of any Person non-governmental third party; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to Holdco; or (e) require any action, consent or approval of, observe any waiting period imposed or review by, or make any registration or filing by Holdco with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actionsthe filing of the Merger Certificates and compliance with applicable rules of the SEC, if anyincluding without limitation, required by the HSR Act, except for actions required by filing of a Schedule 13D with the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanySEC.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by Agreement, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of of, any provision ofof the certificate of incorporation, bylaws, memorandum of association or articles of association or similar organizational documents of BTH or either of the Company Certificate of Incorporation or the Company By-LawsBTH Subsidiaries; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, cancel, modify or call a default under, or result in the creation of any Lien Claim upon any of the properties or assets of BTH, the Company BTH Subsidiaries, or any of its Subsidiaries their respective subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which any of the Company foregoing is a party (excluding, for purposes of this Section 3.6(b), the Jones/BTH Agreements and the Jones Companies Shareholders Agreement▇, ▇▇ to which such agreement▇ ▇▇ representation or warranty is made under this paragraph (b)), which could reasonably be expected to prevent, materially interfere with or materially delay the consummation of the transactions contemplated by this Agreement; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BTH, either of the BTH Subsidiaries or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries their subsidiaries or any of their respective properties or assets; exceptassets the effect of which could reasonably be expected to, in the case of clauses (ii) and (iii) aboveBTH prevent, as set forth in materially interfere with or delay the Company SEC Documents filed prior to the date hereof or for any consummation of the foregoing that would not reasonably be expected to havetransactions contemplated by this Agreement, individually or in the aggregatecase of each of the BTH Subsidiaries, have a Material Adverse Effect on such BTH Subsidiary or prevent, materially interfere with or materially delay the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, hereby; (d) require the Company any action or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make registration or filing by BTH, either of the BTH Subsidiaries, or any filing of their subsidiaries or to the Knowledge of BTH, the Company or the Jones Companies with (i) any local, domestic, foreign or notification to multi-nati▇▇▇▇ court, arbitral tribunal, administrative agency or seek any approval commission or authorization from any other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority Authority"), other than (iw) actions, if any, required by the HSR Act, except for actions required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, a▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ regulations promulgated thereunder (the "HSR Act taken prior Act"); (x) the filing of any Schedule 13D with the Securities and Exchange Commission ("SEC") or the amendment of any Schedule 13D already on file with the SEC; (y) Franchise Approvals; or (z) actions required as a result of or relating to the date hereof, regulatory status of Comcast or (ii) to the Company Stockholders ApprovalKnowledge of BTH, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companythird party.

Conflicts; Consents and Approvals. Neither the execution and delivery by any Seller Party of this Agreement, nor the other Transaction Documents to be executed and delivered by any Seller Party or by the Company, nor the consummation of the transactions contemplated hereby: (a) The execution and delivery conflicts with or violates any provision of this Agreement by the Company does not, and Governance Documents or the performance and consummation organizational documents of this Agreement and the transactions contemplated hereby will not:any Seller Party that is not a natural person; (ib) violateviolates, or result conflicts with, or results in a breach of in any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach material respect of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) in any material respect under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to revoke, suspend, terminate, accelerate, modify or call a default in any material respect under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance, upon any of the properties or assets of the Company Company, the Business, the Shares, or properties or assets of any of its Subsidiaries under, Seller Party under any of the terms, conditions or provisions of (i) any noteMaterial Contract, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation (ii) any Governmental Approval to which the Company or a Seller Party is subject; (c) requires any action, notice to, Consent or approval of its Subsidiaries any lessor of the Real Property, other party to any Material Contract, or any other non-governmental third party, other than those notices and consents listed in Section 3.5(c) of the Disclosure Schedule, all of which have been given and obtained; (d) violates any order, writ, or injunction, decree or Law applicable to the Company or any asset of the Company, or to any Seller Party, or gives any Governmental Authority or other Person the right to challenge the transactions contemplated herein or exercise any remedy or obtain any relief under any Law or Governmental Approval to which a Seller Party is subject; (e) requires any action, Consent or approval of, or review by, or notice, registration or filing by a partySeller Party with, any Governmental Authority; or (iiif) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in causes the Company SEC Documents filed prior to become subject to, or become liable for the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval payment of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyTax.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and the performance and consummation ACT of this Agreement and the other agreements, documents and instruments to be executed and delivered by ACT in connection with this Agreement nor the consummation of the transactions contemplated hereby will notor thereby, does: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation or the Company By-LawsACT, if applicable; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, ACT under any of the terms, conditions or provisions of (i) any notematerial Contract to which ACT is a party or to which any of their properties or assets are bound or (ii) any permit, bondregistration, mortgageapproval, indenture, deed of trust, license, contract, undertaking, agreement, lease license or other instrument authorization or obligation filing to which the Company ACT is subject or to which any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries or any of their respective properties or assets; exceptassets is subject, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to havewould, individually or in the aggregate, a Material Adverse Effect on be reasonably likely to prevent or materially impede or delay the Company. (b) The execution and delivery consummation by the Company ACT, of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notby this Agreement; (c) require any action, require the Company consent or any of its Subsidiaries to obtain any approval of any Person non-governmental third party other than any such action, consent or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain which would not reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect on be reasonably likely to prevent or materially impede or delay the Companyconsummation by ACT of the transactions contemplated by this Agreement; (d) violate any material order, writ, or injunction, decree or Law applicable to ACT; or (e) require any material action, consent or approval of, or review by, or registration or filing by ACT with, any Governmental Authority.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by Agreement, nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of of, any provision ofof the certificate of incorporation, bylaws, memorandum of association or articles of association or similar organizational documents of BTH or either of the Company Certificate of Incorporation or the Company By-LawsBTH Subsidiaries; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, cancel, modify or call a default under, or result in the creation of any Lien Claim upon any of the properties or assets of BTH, the Company BTH Subsidiaries, or any of its Subsidiaries their respective subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which any of the Company foregoing is a party (excluding, for purposes of this Section 3.6(b), the Jone▇/▇▇▇ Agreements and the Jone▇ ▇▇▇panies Shareholders Agreements, as to which such agreements no representation or warranty is made under this paragraph (b)), which could reasonably be expected to prevent, materially interfere with or materially delay the consummation of the transactions contemplated by this Agreement; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BTH, either of the BTH Subsidiaries or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Company, any of its Subsidiaries their subsidiaries or any of their respective properties or assets; exceptassets the effect of which could reasonably be expected to, in the case of clauses (ii) and (iii) aboveBTH prevent, as set forth in materially interfere with or delay the Company SEC Documents filed prior to the date hereof or for any consummation of the foregoing that would not reasonably be expected to havetransactions contemplated by this Agreement, individually or in the aggregatecase of each of the BTH Subsidiaries, have a Material Adverse Effect on such BTH Subsidiary or prevent, materially interfere with or materially delay the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, hereby; (d) require the Company any action or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make registration or filing by BTH, either of the BTH Subsidiaries, or any filing of their subsidiaries or to the Knowledge of BTH, the Company or the Jone▇ ▇▇▇panies with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actionsany local, if anydomestic, required by the HSR Actforeign or multi-national court, except for actions required by the HSR Act taken prior to the date hereofarbitral tribunal, (ii) the Company Stockholders Approval, if required, (iii) registrations administrative agency or commission or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.governmental

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance and consummation of this This Agreement and the transactions contemplated hereby will nothave been approved by all requisite votes or written consents of the stockholders of the Sellers. Except, in the case of Sections 3.4.3, 3.4.4 and 3.4.5, for actions, consents, waivers, orders, permits, authorizations, approvals, reviews, registrations or filings not obtained, made or given or violations that, individually or in the aggregate, would not reasonably be expected to materially interfere with the operations of the Business, impair in any material respect the ability of the Sellers to perform their obligations hereunder, prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby or result in Damages in excess of $100,000, neither the execution and delivery by any Business Entities of this Agreement and the Ancillary Agreements to which it is a party nor the Back to Contents consummation of the transactions contemplated hereby and thereby nor compliance by the Business Entities with the terms herein and therein, will: (i) violate3.4.1 conflict with, or result in a breach of of, any provision of, of the Company Certificate organizational documents of Incorporation (a) any of the Sellers or (b) any Business Entity which is a party to the Company By-LawsAncillary Agreements; (ii) 3.4.2 except as set forth in Section 3.4.2 of the Sellers’ Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with or without the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with or without the giving of notice, the passage of time or otherwise) to terminate, accelerate, cancel, modify or call a default under, or give rise to any loss of a material benefit or obligation to make a payment under, or to any increased, additional or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, Business Entities under any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company Business Entities is a party or to which any of their respective properties or assets (including the Transferred Assets) may be bound, or (b) any governmental permit, registration, approval, license or other authorization or filing to which the Business Entities or any of its Subsidiaries their Affiliates is subject or to which any of their respective properties or assets (including the Transferred Assets) may be subject except, in the case of both clause (a) and (b), for such violations, conflicts, losses, defaults, terminations, accelerations, cancellations, modifications or Encumbrances as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; 3.4.3 require any consent, waiver, authorization or approval of any non-governmental third party; or; (iii) 3.4.4 violate any Applicable Laws relating order, writ, injunction, decree or of any Law applicable to the Company, any of its Subsidiaries Business Entities or any of their respective properties or assets; except, in assets (including the case of clauses (iiTransferred Assets) and (iii) above, as set forth in the Company SEC Documents filed prior or to the date hereof Business or for any portion of the foregoing that would not reasonably be expected to haveBusiness; or 3.4.5 require any action, individually or in the aggregateconsent, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does notwaiver, and the performance and consummation of this Agreement and the transactions contemplated hereby will notorder, require the Company or any of its Subsidiaries to obtain any approval of any Person permit, authorization or approval of, observe any waiting period imposed or review by, or make registration or filing by the Sellers, the Business Entities or any filing with or notification to or seek any approval or authorization from of their Affiliates with, any Governmental Authority Authority, other than (ia) actions, if any, required by the HSR Act, except for actions required by or taken in accordance with the HSR Act taken prior Antitrust Laws set forth in Section 3.4.5 of the Sellers’ Disclosure Schedule and (b) the actions, consents, waivers, orders, permits, authorizations and approvals of, reviews by, or registrations or filings with, Governmental Authorities set forth in Section 3.4.5 of the Sellers’ Disclosure Schedule or as may be required due solely to the date hereofregulatory status of, (ii) or business conducted by, the Company Stockholders Approval, if required, (iii) registrations Purchasers or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which their Affiliates. Back to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.Contents

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery --------------------------------- of this Agreement by Target nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of any provision of, the Company Target Certificate of Incorporation or the Company By-LawsTarget Bylaws; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Target under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Target is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target; or (d) require any action or consent or approval of, or review by, or registration or filing by Target or any of its Subsidiaries is a party; or (iii) violate any Applicable Laws relating to the Companyaffiliates with, any of its Subsidiaries third party or any of their respective properties or assets; exceptgovernmental entity, in the case of clauses other than (iii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any authorization of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement Merger and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereofTarget Stockholders, (ii) any action of Target required by the Company Stockholders Approval, if required▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, (iii) registrations or other actions required by Target under United States federal and state securities laws as are contemplated by this Agreement and (iiiiv) consents or approvals of any Governmental Authority governmental entity set forth in Section ------- 3.5 to the failure Target Disclosure Schedule; except in the case of which to obtain clause (ii) , (iii) ------------------------------------- and (iv) for any of the foregoing that are set forth in Section 3.5 of the ------------------ Target Disclosure Schedule or that would not reasonably be expected to have, individually or in the aggregate, aggregate -------------------------- have a Material Adverse Effect on Target or upon the Companyability of the parties to consummate the transactions contemplated hereby.

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby and thereby, will not: (ia) violateconflict with, or result in a breach of any provision of, the organizational documents of the Company Certificate of Incorporation or the Company By-LawsLLC; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries underthe LLC, as the case may be, under any of the terms, conditions or provisions of (1) the organizational documents of the Company or the LLC, (2) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company or the LLC is a party or to which any of its Subsidiaries respective properties or assets may be bound which, if so affected, would either have a Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which the Company or the LLC is a subject or to which any of its respective properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party, other than as may be provided pursuant to the Contracts listed in Section 6.3 of the Disclosure Schedule; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company or the LLC or any of its respective business, properties, or assets; or (iiie) violate require any Applicable Laws relating to the Companyaction, any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make any registration or filing by the Company or the LLC with or notification to or seek any approval or authorization from any Governmental Authority Authority, other than (i) actions, if any, required by as may be indicated in Section 6.3 of the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyDisclosure Schedule.

Conflicts; Consents and Approvals. (a) The Neither the execution and or delivery of this Agreement by Seller, Newco, or the Company does notCompany, and nor the performance and consummation of this Agreement and the transactions contemplated hereby will notby this Agreement by Seller, Newco, or the Company will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate of Incorporation Seller’s, Newco’s, or the Company By-LawsCompany’s Operating Agreement; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company Seller or any of its Subsidiaries subsidiaries, including Newco and the Company, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company Seller or any of its Subsidiaries subsidiaries, including Newco and the Company, is a party; or; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any of its subsidiaries, including Newco and the Company, any of its Subsidiaries or any of their respective properties or assets; exceptor (d) require any action or consent or approval of, or review by, or registration or filing by Seller or any of its affiliates, including Newco and the Company, with, any third party or any Governmental Authority, other than (i) actions required by the HSR Act, and (ii) consents or approvals of any Government Authority set forth in Section 3.5 to the Seller Disclosure Schedule; except in the case of clause (b) above that is set forth in Section 3.5 to the Seller Disclosure Schedule, and in the case of clauses (iic) and (iiid) above, as set forth in the Company SEC Documents filed prior to the date hereof or above for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) The execution and delivery by Newco or the Company or a material adverse effect on the ability of the parties to this Agreement does not, and the performance and consummation of this Agreement and to consummate the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyAgreement.

Conflicts; Consents and Approvals. (a) The Except as set forth in Section 4.5 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company does not, nor the consummation by the Company of the Merger and the performance and consummation of this Agreement and the other transactions contemplated hereby will notwill: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate of Incorporation Formation, the Company Operating Agreement or the Share Designation of the Company’s outstanding Preferred Shares, subject to the receipt of the Company By-LawsShareholder Approval; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company or any of its Subsidiaries subsidiaries is a party; or; (iiic) assuming compliance with the matters referred to in Section 4.5(d), violate any Applicable Laws relating Law applicable to the Company, Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.or (bd) The execution and delivery require any action or consent or approval of, or review by, or registration or filing by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain affiliates with, any approval of any Person third party or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority Authority, other than (i) actionsreceipt of the Company Shareholder Approval, if any, (ii) any notifications required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States foreign, federal and or state Antitrust Laws or securities laws as are contemplated by this Agreement or blue-sky laws, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iiiv) consents or approvals of of, or notifications to, any Governmental Authority set forth in Section 4.5(d) of the failure Company Disclosure Schedule; except in the case of which to obtain clauses (b), (c) and (d) above for any of the foregoing that would not reasonably be expected to havenot, individually or in the aggregate, constitute a Material Adverse Effect with respect to the Company or a material adverse effect on the Companyability of the Company to consummate any of the transactions contemplated by this Agreement.

Conflicts; Consents and Approvals. (a) The Except as set forth in Section 4.5 of the Disclosure Schedule, neither the execution and delivery of this Agreement by Seller or Principals nor the Company does not, and the performance and consummation by them of this Agreement and the transactions contemplated hereby will not: or by the Additional Documents will: (ia) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of, the Organizational Documents of Seller or any of its Affiliates; (b) violate or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon on any of the properties or assets of the Company or any of its Subsidiaries Purchased Assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease Seller Permit or other instrument or obligation to which the Company Seller or any of its Subsidiaries a Principal is a party; or (iiic) violate any Order, Seller Permit or Applicable Laws relating to the CompanySeller, Principals, any of its Subsidiaries their respective Affiliates or any of their respective properties or assets; except, in the case of clauses or (iid) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof require any action or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make registration or filing or payment by Seller, Principals or any filing of their respective Affiliates with any third party or notification to or seek any approval or authorization from any Governmental Authority Authority. 4.6 Absence of Certain Changes. Since December 31, 2018, Seller has operated the Business in the Ordinary Course of Business and there has not been any change, occurrence or event that has had a material adverse effect on the Business, the Purchased Assets or the operations, assets, properties, employees or sales personnel, customer base, prospects, rights or condition (financial or otherwise) of Seller relating to the Business (a “Material Adverse Effect”). Without limiting the foregoing, except as set forth on Section 4.6 of the Disclosure Schedule, since December 31, 2018, Seller has not: (a) directly or indirectly sold, transferred, leased, pledged, encumbered or otherwise disposed of any of the Purchased Assets, other than the sale of Inventory in the Ordinary Course of Business; (b) incurred, assumed, guaranteed or otherwise became liable for any Indebtedness Amount; (c) changed its method of doing business or changed any method or principle of accounting in a manner that is inconsistent with past practice; (d) written up, written down or written off the book value of any assets included in the Purchased Assets, except for amortization in accordance with GAAP; (e) modified, amended or terminated, or waived, released or assigned any material rights or claims with respect to, any Assumed Contract; (f) made any capital expenditure or investment in excess of $25,000, individually, or $50,000, in the aggregate; (g) managed working capital components in a fashion inconsistent with past practice, including (i) actionsfailing to make normal capital expenditures, if anyrepairs, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, improvements and dispositions and (ii) failing to conduct cash management customs and practices in the Company Stockholders Approvalordinary course of business consistent with past practice with respect to the collection of accounts receivable and payment of accounts payable; (h) made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment relating to Seller, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Seller, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if requiredsuch election, (iii) registrations adoption, change, amendment, agreement, settlement, surrender, consent or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.13

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company does not, Buyer and the performance and consummation Merger Sub of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not: (ia) violate any provision of the certificate of incorporation or by-laws (or equivalent organization documents) of the Buyer or Merger Sub; (b) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwiseboth, would constitute a default) under, require the consent of any party or the giving of notice to any party under, or entitle any Person party (with the giving of notice, the passage of time or otherwiseboth) to terminate, accelerate, modify modify, impose any monetary or other economic penalty or call a default under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company Buyer or any of its Subsidiaries Merger Sub under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of or trust, licenseintellectual property or other licenses (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below), contract, undertaking, agreement, lease or other instrument or obligation to which the Company Buyer or any of its Subsidiaries the Merger Sub is a party; or; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below), applicable to the CompanyBuyer or Merger Sub, except where any of its Subsidiaries or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that such violation would not reasonably be expected to have, have individually or in the aggregate, aggregate a Buyer Material Adverse Effect on the Company.Effect; or (bd) The execution and delivery except as contemplated by this Agreement or the Related Agreements, require any consent or approval of or registration or filing by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company Buyer or Merger Sub or any of its Subsidiaries to obtain their affiliates with, any approval of any Person third party or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than Entity, which has not been received or made, except for (i) actionsany such consent or approval of or registration or filing with the FCC, if anyany State PUC, required by or any Municipal Franchising Authority having regulatory authority over the HSR Act, except for actions required by business of the HSR Act taken prior to the date hereofBuyer or Merger Sub as conducted in any given jurisdiction, (ii) the Company Stockholders Approvalrequirements of the Securities Act, if requiredthe Exchange Act, (iii) registrations or other actions required under United States federal Blue Sky Laws and state securities takeover laws as are contemplated by this Agreement and (iii) consents any such consent or approvals approval of any Governmental Authority the failure of or registration or filing which to obtain would if not obtained or made could not reasonably be expected to have, individually or in the aggregate, have a Buyer Material Adverse Effect on the CompanyEffect.

Conflicts; Consents and Approvals. (a) The Sellers, who are all the members of the Company, by resolutions duly adopted by a unanimous consent of all of Sellers, which consent has not been subsequently rescinded or modified in any way, have approved this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein. (b) Neither the execution and delivery of this Agreement nor the Ancillary Documents by Seller nor the Company does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notand thereby will: (i) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of the Organizational Documents of the Company or Senior Trucking; (ii) except as set forth in Section 3.3(b) of the Sellers’ Disclosure Schedule, materially violate or conflict with, or result in a material breach of any provision of, or constitute a material default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) or result in any loss of any material benefit under, or entitle any Person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify accelerate or call a material default under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries underSenior Trucking, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease Contract or other instrument or obligation Permit to which the Company or any of its Subsidiaries Senior Trucking is a party; orparty or by which its assets are bound; (iii) violate any Applicable Laws relating Law applicable to the Company, any of its Subsidiaries Company or Senior Trucking or any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.or (biv) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company any notice or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make any registration or filing with any third party or notification to or seek any approval or authorization from any Governmental Authority Authority, or other than (i) actions, if any, required by the HSR Actregulatory or self-regulatory body, except for actions the consents, approvals, registrations and filings set forth on Section 3.3(d) of the Sellers’ Disclosure Schedule and except for consents, approvals, registrations and filings required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States applicable federal and and/or state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companylaws.

Conflicts; Consents and Approvals. (a) The Except as set forth in Section 3.5 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the performance and consummation of this Agreement and the Related Agreements at the time of execution and delivery and the consummation of the transactions contemplated hereby and thereby will not: (ia) violate any provision of the certificate of incorporation or by-laws (or equivalent organizational documents) of the Company or any of its Subsidiaries; (b) violate, or result in a breach of any provision of, the Company Certificate of Incorporation or the Company By-Laws; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwiseboth, would constitute a default) under, require the consent of any party or the giving of notice to any party under, or entitle any Person party (with the giving of notice, the passage of time or otherwiseboth) to terminate, accelerate, modify modify, impose any monetary or other economic penalty or call a default under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenseintellectual property or other licenses (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below), contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party; or, the result of which individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect; (iiic) violate any Applicable Laws relating order, writ, injunction, decree, statute, rule or regulation (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below) applicable to the Company, Company or any of its Subsidiaries or Subsidiaries, except where any of their respective properties or assets; except, in the case of clauses (ii) and (iii) above, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that such violation would not reasonably be expected to have, have individually or in the aggregate, aggregate a Company Material Adverse Effect on the Company.Effect; or (bd) The execution and delivery require any consent or approval of or registration or filing by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain affiliates with, any approval of third party or any Person governmental agency or approval ofregulatory authority (each, observe any waiting period imposed by, a "Governmental Entity") which has not been received or make any filing with or notification to or seek any approval or authorization from any Governmental Authority other than made except for (i) actionsany such consent or approval of or registration or filing with the Federal Communications Commission ("FCC"), if anyany state public service or public utilities commission (each, required by a "State PUC"), and any municipal franchising authority (each, a "Municipal Franchising Authority") having regulatory authority over the HSR Act, except for actions required by business of the HSR Act taken prior to the date hereofCompany or its Subsidiaries as conducted in any given jurisdiction, (ii) the Company Stockholders Approvalrequirements of the Securities Act of 1933, if requiredas amended (the "Securities Act"), the Exchange Act of 1934, as amended (iiithe "Exchange Act"), state securities or "blue sky" laws ("Blue Sky Laws") registrations or other actions required under United States federal and state securities takeover laws as are contemplated by this Agreement and (iii) consents any other consent or approvals approval of any Governmental Authority the failure of or registration or filing which to obtain would if not obtained or made could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement, the Ancillary Agreements and any other agreements, documents and instruments to be executed and delivered in connection with this Agreement by or any of the Company does notAncillary Agreements, nor, upon the entry of the 363 Order and the performance and 365 Order, the consummation of this Agreement and the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation (i) any Seller Entity or (ii) any other Subsidiary of Seller which is a party to the Ancillary Agreements or any other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Company By-LawsAncillary Agreements; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call declare a default under, or result in the creation of any Lien upon Liability in respect of, or cause an Encumbrance upon, any of the properties or assets of the Company Acquired Companies or upon any of its Subsidiaries underAcquired Assets, including, under any of the terms, conditions or provisions of (i) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which any Seller Entity is a party or by which any of their respective properties or assets (including the Company Acquired Assets) is bound or (ii) any Permit (other than Permits that are not material to the operation of the Acquired Business or the use, holding or ownership of any of the Acquired Assets and which are readily obtainable by any Person without undue burden, expense or delay) or filing to which any Seller Entity or any Subsidiary of any Seller Entity is subject or by which any of their respective properties or assets (including the Acquired Assets) is bound, except in the case of Acquired Assets and assets of Acquired Companies, those violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions, or revocations that are excused by or unenforceable as a result of Seller Parties' filing of the Petition(s) or the applicability of the Bankruptcy Code (but only to the extent such excuse, lack of enforceability or application of the Bankruptcy Code will continue to apply in favor of Buyer and its Subsidiaries is a party; orsuccessors and assigns following the Closing); (iiic) violate any Applicable Laws relating Law applicable to the Company, any of its Subsidiaries Seller Entity or Acquired Company or any of their respective properties or assets; exceptassets (including the Acquired Assets) or to the Acquired Business; (d) require any action, consent or approval of any non-governmental third party, other than consents and approvals of any non-governmental third party (i) set forth in the case of clauses SECTION 3.4(d) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or (ii) and excused by or rendered unnecessary as a result of Sellers Parties' filing of the Petition(s) or the applicability of the Bankruptcy Code (iii) above, as set forth in the Company SEC Documents filed prior but only to the date hereof extent such excuse, rendering or for any application of the foregoing that would not reasonably be expected Bankruptcy Code will continue to have, individually or apply in favor of Buyer and its successors and assigns following the aggregate, a Material Adverse Effect on Closing) (the Company."THIRD PARTY CONSENTS"); or (be) The execution and delivery by the Company of this Agreement does notrequire any action, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any of its Subsidiaries to obtain any approval of any Person consent or approval of, observe any waiting period imposed or review by, or make any registration or filing by Seller Parties or the Acquired Companies with or notification to or seek any approval or authorization from any Governmental Authority Body, other than consents, approvals, or authorizations of, or declarations or filings (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, set forth in SECTION 3.4(e) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or (ii) excused by or rendered unnecessary as a result of Sellers Parties' filing of the Company Stockholders ApprovalPetition(s) or the applicability of the Bankruptcy Code (but only to the extent such excuse, if required, rendering or application of the Bankruptcy Code will continue to apply in favor of Buyer and its successors and assigns following the Closing) (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company"GOVERNMENTAL CONSENTS").

Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company, and, subject to the adoption of the Proposed Amendments by the stockholders of the Company does not, and the performance and filing of the Proposed Amendments with the Department of State of the State of New York, the consummation of this Agreement the Reclassification Transaction and the other transactions contemplated hereby by the Company do not and will not: not (ia) violate, conflict with, or result in a breach of any provision of, or constitute a default under the Company Certificate Company’s certificate of Incorporation incorporation in effect as of the Closing (the “Current Charter”) or the Company’s amended and restated bylaws in effect as of the Closing (the “Company By-Laws; Bylaws”), (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage notice or lapse of time or otherwiseboth, would constitute become a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) person to terminate, accelerate, modify or call a default under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Company or any of its Subsidiaries is a party; or party (iiiother than any compensation or similar plan or arrangement), (c) violate any Applicable Laws relating Law applicable to the Company, or (d) subject to receipt of the Requisite Stockholder Approval, the filing of the Proposed Amendments with the Department of State of the State of New York, compliance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including required filings with the U.S. Securities and Exchange Commission (the “SEC”), required filings pursuant to state securities or “blue sky” Laws and the approval by the Nasdaq Stock Market (“Nasdaq”) of the shares of Common Stock into which the Class C Preferred Stock shall be reclassified by virtue of the Reclassification Charter Amendment for listing (subject to official notice of issuance), require any of its Subsidiaries action or consent or approval of, or review by, or registration or material filing by the Company with, any of their respective properties or assets; Governmental Authority, except, in the case of with respect to clauses (iib), (c) and (iii) aboved), as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require the Company or any prevent or materially impair or materially delay the consummation of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority the Reclassification Transaction and the other than (i) actions, if any, required by the HSR Act, except for actions required by the HSR Act taken prior to the date hereof, (ii) the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal and state securities laws as are transactions contemplated by this Agreement and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Companyhereby.

Conflicts; Consents and Approvals. (a) The Neither the execution and delivery of this Agreement by the Company does not, and the performance and consummation Acquisition Corp. of this Agreement and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement, nor the consummation of the transactions contemplated hereby will notand thereby, will: (ia) violateconflict with, or result in a breach of any provision of, the Company Certificate organizational documents of Incorporation or the Company By-LawsAcquisition Corp.; (iib) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, Acquisition Corp. under any of the terms, conditions or provisions of (1) the organizational documents of Acquisition Corp., (2) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Company or any of its Subsidiaries Acquisition Corp. is a party; or (iii) violate any Applicable Laws relating party or to the Company, any of its Subsidiaries or which any of their respective properties or assets; exceptassets may be bound which, in the case of clauses (ii) and (iii) aboveif so affected, as set forth in the Company SEC Documents filed prior to the date hereof or for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, either have a Material Adverse Effect on or be reasonably likely to prevent the Company. (b) The execution and delivery by the Company of this Agreement does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will notherein, or (3) any permit, registration, approval, license or other authorization or filing to which Acquisition Corp. is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any non-governmental third party other than the Acquisition Corp. Required Consents listed in Schedule 5.4; (d) violate any order, writ, or injunction, or any material decree, or material Law applicable to the Company or any of its Subsidiaries to obtain its, business, properties, or assets; or (e) require any approval of any Person action, consent or approval of, observe any waiting period imposed or review by, or make any registration or filing by Acquisition Corp. with or notification to or seek any approval or authorization from any Governmental Authority other than (i) actions, if any, required by the HSR Act, except for actions required by filing of the HSR Act taken prior to Certificate of Merger with the date hereof, (ii) Secretary of State of the Company Stockholders Approval, if required, (iii) registrations or other actions required under United States federal State of Delaware and state securities laws as are contemplated by this Agreement and (iii) consents or approvals compliance with applicable rules of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanySEC.