Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither the execution and delivery of this Agreement by Target, nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of, the Target Certificate or the Target By-Laws; (b) 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 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 properties or assets of Target 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 Target or any of its subsidiaries is a party involving more than $500,000; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization of the Merger and the transactions contemplated hereby by Target Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure Schedule; except in the case of clauses (c) and (d) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Target or a material adverse effect on the ability of the parties to consummate the transaction contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 Schedule 3.5 of the Company Disclosure Schedule and subject to the Target Disclosure ScheduleRequisite Company Vote, neither the execution and delivery of this Agreement by TargetAgreement, nor the consummation of the transactions contemplated hereby willshall: (a) conflict with, or result in a breach of any provision of, the Target Certificate Company Articles or the Target By-LawsCompany Bylaws; (b) 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 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 interest or encumbrance upon any of the properties or assets of Target or any of its subsidiaries 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 Target the Company or any of its subsidiaries Subsidiaries is a party involving more than $500,000party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target the Company or any of its subsidiaries Subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target the Company or any of its affiliates Affiliates with, any third party or any local, domestic, foreign or multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority”), other than (iA) authorization approval of the Merger Agreement and the transactions contemplated hereby by Target Stockholders, (ii) actions required Merger by the HSR ActRequisite Company Vote, and (iiiB) registrations registrations, filings, consents, approvals or other actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure ScheduleLaws; except except, in the case cases of clauses (b), (c) and (d) for any of the foregoing that would not), individually or as is not reasonably likely to result in the aggregate, have a Company Material Adverse Effect on Target or a material adverse effect on the ability of the parties to consummate the transaction contemplated herebyEffect.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Target, SYS or Subcorp nor the consummation of the transactions contemplated hereby or thereby will: (a) conflict with, or result in a breach of any provision of, the Target Certificate SYS Articles or the Target By-LawsSYS Bylaws, the Subcorp Certificate of Incorporation or Bylaws or the governing documents of any other subsidiary of SYS; (b) materially violate, or conflict with, or result in a material breach of any provision of, or constitute a material default (or an event that, 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 material default under, or result in the creation of any lien, security interest, charge or encumbrance material Encumbrance upon any of the properties or assets of Target SYS or any of its subsidiaries 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 Target SYS or any of its subsidiaries is a party involving more than $500,000(for purposes of this Agreement, "Encumbrance" means any charge, claim, mortgage, servitude, easement, right of way, equitable interest, lease or other possessory interest, conditional sale or other title retention arrangement, lien, pledge, security interest, preference, priority, right of first refusal or similar restriction); (c) materially violate any (i) order, writ, injunction, decree, statute, rule ruling, assessment, or regulation applicable arbitration or award of any Governmental Authority or (ii) Applicable Laws relating to Target SYS or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target SYS or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization of the Merger and the transactions contemplated hereby by Target Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure Schedule; except in the case of clauses (c) and (d) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Target or a material adverse effect on the ability of the parties to consummate the transaction contemplated herebyAgreement.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Target, nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of any provision of, the Target Certificate Mondavi Articles or the Target By-Laws;Mondavi Bylaws; -13- <PAGE> (b) 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 party 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, security interest, charge or encumbrance upon any of the properties or assets of Target Mondavi 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 Target Mondavi or any of its subsidiaries is a party involving more than $500,000party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target Mondavi or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target Mondavi or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization approval of the Merger this Agreement and the transactions contemplated hereby by Target Stockholdersthis Agreement by Mondavi Shareholders, (ii) actions required by the HSR ActAct and 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 (iv) consents or approvals the filing with the California Secretary of any Governmental Authority set forth in Section 4.5 to State of the Target Disclosure ScheduleMerger Agreement; except other than, in the case of clauses (cSections 4.5(b), 4.5(c) and (d) for any of the foregoing 4.5(d), those exceptions that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Target or a material adverse effect on the ability of the parties to consummate the transaction contemplated herebyMondavi.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Target, SYS and Subcorp nor the consummation of the transactions contemplated hereby or thereby will: (a) 3.3.1 conflict with, or result in a breach of any provision of, the Target Certificate SYS Articles or the Target By-LawsSYS Bylaws or the governing documents of any subsidiary of SYS; (b) 3.3.2 materially violate, or conflict with, or result in a material breach of any provision of, or constitute a material default (or an event that, 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 material default under, or result in the creation of any lien, security interest, charge or encumbrance material Encumbrance upon any of the properties or assets of Target SYS or any of its subsidiaries 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 Target SYS or any of its subsidiaries is a party involving more than $500,000(for purposes of this Agreement, "Encumbrance" means any charge, claim, mortgage, servitude, easement, right of way, equitable interest, lease or other possessory interest, conditional sale or other title retention arrangement, lien, pledge, security interest, preference, priority, right of first refusal or similar restriction); (c) 3.3.3 materially violate any (i) order, writ, injunction, decree, statute, rule ruling, assessment, or regulation applicable arbitration or award of any Governmental Authority or (ii) Applicable Laws relating to Target SYS or any of its subsidiaries or any of their respective properties or assets; or (d) 3.3.4 require any action or consent or approval of, or review by, or registration or filing by Target SYS or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization of the Merger and the transactions contemplated hereby by Target Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure Schedule; except in the case of clauses (c) and (d) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Target or a material adverse effect on the ability of the parties to consummate the transaction contemplated herebyAgreement.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Target, Buyer nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision ofof the Certificate of Incorporation (or Articles of Incorporation, as the Target Certificate case may be) or the Target By-LawsBylaws of Buyer; (b) 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 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 properties or assets of Target Buyer 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 otherwise instrument or obligation to which Target Buyer or any of its subsidiaries Subsidiaries is a party involving more than $500,000party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target Buyer or any of its subsidiaries Subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target Buyer or any of its affiliates with, any third party or any Governmental AuthorityEntity, other than (i) authorization of the Merger and the transactions contemplated hereby by Target Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement and or (ivii) consents or approvals of any Governmental Authority Entity set forth in Section 4.5 3.4 to the Target Buyer Disclosure Schedule; except in the case of clauses (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Target Buyer and its Subsidiaries taken as a whole or a material adverse effect on the ability of the parties to consummate the transaction transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to in the Target Crossflo Disclosure Schedule, neither the execution and delivery of this Agreement by TargetCrossflo, nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of, the Target Certificate Crossflo Articles or the Target By-LawsCrossflo Bylaws; (b) violate, materially violate or conflict with, or result in a material breach of any provision of, or constitute a material default (or an event that, 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 material default under, or result in the creation of any lien, security interest, charge or encumbrance material Encumbrance upon any of the properties or assets of Target or any of its subsidiaries Crossflo 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 Target or any of its subsidiaries Crossflo is a party involving more than $500,000party, including without limitation, any Contract; (c) materially violate any (i) order, writ, injunction, decree, statuteruling, rule assessment, arbitration, or regulation applicable award of any Governmental Authority or arbitrator or (ii) Applicable Laws relating to Target Crossflo or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target Crossflo or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization approval of the Merger and the transactions contemplated hereby by Target Crossflo Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement Agreement, and (iviii) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure Schedule; except in the case of clauses (c) and (d) for any filing of the foregoing that would not, individually or in California Merger Documents with the aggregate, have a Material Adverse Effect on Target or a material adverse effect on the ability California Secretary of the parties to consummate the transaction contemplated herebyState.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 the case of (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 Target Disclosure ScheduleCompany, neither the execution and delivery of this Agreement by TargetAgreement, nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of, the Target Company Certificate or the Target By-LawsCompany Bylaws; (b) 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 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 properties or assets of Target or any of its subsidiaries 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 Target the Company or any of its subsidiaries is a party involving more than $500,000party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target the Company or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target the Company or any of its affiliates with, any third party or any local, domestic, foreign or multi-national or supra-national court, tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) authorization approval of the Merger Mergers and the transactions contemplated hereby by Target Stockholdersshareholders of the Company, (ii) actions required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (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 federal and state securities laws and the rules of the Nasdaq Stock Market, Inc. as are contemplated by this Agreement Agreement, and (ivv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure Schedule; except in the case of clauses (c) and (d) for any filing of the foregoing that would not, individually or in Agreement of Merger with the aggregate, have a Material Adverse Effect on Target or a material adverse effect on the ability Secretary of the parties to consummate the transaction contemplated herebyState.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to in the Target Miva Disclosure Schedule, neither the execution and delivery of this Agreement by TargetMiva, nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of, the Target Miva Certificate or the Target By-LawsMiva Bylaws; (b) violate, materially violate or conflict with, or result in a material breach of any provision of, or constitute a material default (or an event that, 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 material default under, or result in the creation of any lien, security interest, charge or encumbrance material Encumbrance upon any of the properties or assets of Target or any of its subsidiaries Miva 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 Target or any of its subsidiaries Miva is a party involving more than $500,000party, including without limitation, any Contract; (c) materially violate any (i) order, writ, injunction, decree, statuteruling, rule assessment, arbitration, or regulation applicable award of any Governmental Authority or arbitrator or (ii) Applicable Laws relating to Target Miva or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target Miva or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization approval of the Merger and the transactions contemplated hereby by Target Miva Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement Agreement, (iii) the filing of the Delaware Merger Documents with the Delaware Secretary of State, and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure Schedule; except in the case of clauses (c) and (d) for any filing of the foregoing that would not, individually or in California Merger Documents with the aggregate, have a Material Adverse Effect on Target or a material adverse effect on the ability California Secretary of the parties to consummate the transaction contemplated herebyState.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Target, SYS and Subcorp nor the consummation of the transactions contemplated hereby or thereby will: (a) 3.3.1 conflict with, or result in a breach of any provision of, the Target Certificate SYS Articles or the Target By-LawsSYS Bylaws or the governing documents of any subsidiary of SYS; (b) 3.3.2 materially violate, or conflict with, or result in a material breach of any provision of, or constitute a material default (or an event that, 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 material default under, or result in the creation of any lien, security interest, charge or encumbrance material Encumbrance upon any of the properties or assets of Target SYS or any of its subsidiaries 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 Target SYS or any of its subsidiaries is a party involving more than $500,000(for purposes of this Agreement, “Encumbrance” means any charge, claim, mortgage, servitude, easement, right of way, equitable interest, lease or other possessory interest, conditional sale or other title retention arrangement, lien, pledge, security interest, preference, priority, right of first refusal or similar restriction); (c) 3.3.3 materially violate any (i) order, writ, injunction, decree, statute, rule ruling, assessment, or regulation applicable arbitration or award of any Governmental Authority or (ii) Applicable Laws relating to Target SYS or any of its subsidiaries or any of their respective properties or assets; or (d) 3.3.4 require any action or consent or approval of, or review by, or registration or filing by Target SYS or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization of the Merger and the transactions contemplated hereby by Target Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure Schedule; except in the case of clauses (c) and (d) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Target or a material adverse effect on the ability of the parties to consummate the transaction contemplated herebyAgreement.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement or the Allegiance Stock Option Agreement by TargetAllegiance, nor the consummation of the transactions contemplated hereby or thereby will: (a) conflict with, or result in a breach of any provision of, the Target Allegiance Certificate or the Target By-LawsAllegiance Bylaws; (b) 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 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 properties or assets of Target Allegiance 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 Target Allegiance or any of its subsidiaries is a party involving more than $500,000party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target Allegiance or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target Allegiance or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization of the Merger and the transactions contemplated hereby by Target Allegiance Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Allegiance Disclosure Schedule; except in the case of clause (b) which is set forth in Section 4.5(b) to the Allegiance Disclosure Schedule or, individually or in the aggregate, are otherwise immaterial, and in the case of clauses (c) and (d) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Target Allegiance or a material adverse effect on the ability of the parties to consummate the transaction contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by TargetLogic and the Stockholders, nor the consummation of the transactions contemplated hereby will: (a) 4.5.1 conflict with, or result in a breach of any provision of, the Target Certificate Logic Articles or the Target By-LawsLogic Bylaws; (b) violate, 4.5.2 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 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 Encumbrance upon any of the properties or assets of Target or any of its subsidiaries Logic 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 Target any Stockholder or any of its subsidiaries Logic is a party involving more than $500,000party, including without limitation, any Contract; (c) 4.5.3 to the Knowledge of the Stockholders, violate any (i) order, writ, injunction, decree, statuteruling, rule assessment, arbitration, or regulation applicable award of any Governmental Authority or arbitrator or (ii) Applicable Laws relating to Target any Stockholder or to Logic or any of its subsidiaries or any of their respective properties or assets; or (d) 4.5.4 require any action or consent or approval of, or review by, or registration or filing by Target any Stockholder or Logic or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization approval of the Merger and the transactions contemplated hereby by Target Stockholdersthe stockholders of Logic, (ii) actions required by the HSR Act, (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement Agreement, and (iviii) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure Schedule; except in the case of clauses (c) and (d) for any filing of the foregoing that would not, individually or in California Merger Documents with the aggregate, have a Material Adverse Effect on Target or a material adverse effect on the ability California Secretary of the parties to consummate the transaction contemplated herebyState.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by TargetEFC, nor the consummation of the transactions contemplated hereby will: (ai) conflict with, or result in a breach of violate any provision of, of the Target Certificate of Incorporation or the Target By-Lawslaws (or any similar organizational document) of EFC; (bii) 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 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, security interest, charge or encumbrance upon any of the properties or assets of Target or any of its subsidiaries EFC 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 Target EFC is a party or by which any of its subsidiaries is a party involving more than $500,000properties or assets may be bound; (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target EFC or any of its subsidiaries or any of their respective properties or assets; or (div) require any action or consent or approval of, or review by, or registration or filing by Target or any of its affiliates with, EFC with any third party or any United States federal, state or local or any foreign government, governmental, administrative or regulatory authority, agency or commission or any court, tribunal or judicial or arbitral body (each, a "Governmental Authority, ") other than (i) authorization of the Merger and the transactions contemplated hereby by Target Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other any actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure ScheduleAgreement; except in the case of clauses (cii), (iii) and (div) above, for any of the foregoing that would notneither, individually or in the aggregate, have a Material Adverse Effect on Target or a material adverse effect on EFC nor prevent or delay the ability consummation of the parties to consummate the transaction transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Target, Parent or Sub nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of violate any provision of, of the Target Certificate of Incorporation or the Target By-Lawslaws (or any similar organizational document) of Parent or any Material Parent Subsidiary; (b) 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 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, security interest, charge or encumbrance upon any of the properties or assets of Target Parent or any of its subsidiaries Material Parent Subsidiary 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 Target Parent or any of its subsidiaries Material Parent Subsidiary is a party involving more than $500,000or by which any of their respective properties or assets may be bound; (c) violate any order, writ, injunction, decree, statute, rule or regulation regulation, applicable to Target Parent or any of its subsidiaries Material Parent Subsidiary or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target Parent or any of its affiliates with, Material Parent Subsidiary with any third party or any Governmental Authority, other than (i) authorization of the Merger and the transactions contemplated hereby by Target Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other any actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals Agreement; except for any of any Governmental Authority the foregoing that are set forth in Section 4.5 subsections (b), (c) or (d) of Schedule 3.4 to the Target Parent Disclosure Schedule; except Schedule and, in the case of clauses (b), (c) and or (d) ), for any of the foregoing that would notneither, individually or in the aggregate, have a Material Adverse Effect on Target or a material adverse effect on Parent nor prevent or delay the ability consummation of the parties to consummate the transaction transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by TargetECT, nor the consummation of the Stock Sale or the other transactions contemplated hereby will: (a) conflict with, or result in a breach of violate any provision of, of the Target Certificate of Incorporation or the Target By-Lawslaws of ECT or MidGulf; (b) 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 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, security interest, charge or encumbrance upon any of the properties or assets of Target ECT or any of its subsidiaries Mid-Gulf 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 Target ECT or any of its subsidiaries Mid-Gulf is a party involving more than $500,000or by which any of their respective properties or assets may be bound; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target ECT or any of its subsidiaries Mid-Gulf or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target ECT or any of its affiliates with, Mid-Gulf with any third party or any United States federal, state or local or any foreign government, governmental, administrative or regulatory authority, agency or commission or any court, tribunal or judicial or arbitral body (each, a "Governmental Authority"), other than (i) authorization of the Merger and the transactions contemplated hereby by Target Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other any actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure ScheduleAgreement; except for in the case of clauses (b), (c) and (d) ), for any of the foregoing that would notneither, individually or in the aggregate, have a Material Adverse Effect on Target or a material adverse effect on ECT or Mid-Gulf nor prevent or delay the ability consummation of the parties to consummate the Stock Sale or any other transaction contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by TargetPyxis, nor the consummation con- summation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision ofpro- vision of the Certificate of Incorporation, the Target Certificate as amended and restated, or the Target By-LawsBylaws of Pyxis; (b) 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 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 se- curity interest, charge or encumbrance upon any of the properties or assets of Target Pyxis 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 instru- ment or obligation to which Target Pyxis or any of its subsidiaries subsidiar- ies is a party involving more than $500,000party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target Pyxis or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target Pyxis or any of its affiliates with, with any third party or any Governmental Authority, other than (i) authorization of the Merger and the transactions contemplated hereby by Target StockholdersPyxis Sharehold- ers, (ii) actions required by the HSR Act, (iii) registrations registra- tions or other actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Pyxis Disclosure Schedule; . except in the case of clauses (b), (c) and (d) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Target or a material mate- rial adverse effect on the ability of the parties to consummate the transaction contemplated herebyPyxis.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Target, Parent or Sub nor the consummation of the transactions contemplated hereby will: (a) conflict with, with or result in a breach of violate any provision of, of the Target Certificate of Incorporation or the Target By-Lawslaws (or any similar organizational document) of Parent or any subsidiary of Parent; (b) 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 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, security interest, charge or encumbrance upon any of the properties or assets of Target 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 to which Target Parent or any of its subsidiaries is a party involving more than $500,000or by which any of their respective properties or assets may be bound; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target Parent or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Target Parent or any of its affiliates with, any third party or any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) authorization approval of the Merger and the transactions contemplated hereby Share Issuance by Target Parent Stockholders, (ii) approval of the listing of the shares of Parent Common Stock to be issued in the Merger on the NYSE, subject to official notice of issuance, (iii) actions required by the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), and (iiiiv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals Agreement; except for any of any Governmental Authority the foregoing that are set forth in subsections (b), (c) or (d) of Section 4.5 3.5 to the Target Parent Disclosure Schedule; except Schedule and, in the case of clauses (b), (c) and (d) ), for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Target or a material adverse effect on Parent or that would not prevent or delay the ability consummation of the parties to consummate the transaction transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement or the other Transaction Agreements by Target, GM or any of its subsidiaries (other than with respect to actions taken by ▇▇▇▇▇▇ and the subsidiaries of ▇▇▇▇▇▇ after giving effect to the consummation of the HEC Reorganization) nor the consummation of the transactions transac- tions on the part of GM or any such subsidiary contemplated hereby or thereby will: (a) conflict with, or result in a breach of any provision of, pro- vision of the Target Certificate certificate of incorporation or the Target By-Lawsbylaws of GM or any such subsidiary; (b) 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 otherwiseother- wise, 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 properties or assets of Target GM or any of its subsidiaries under(other than ▇▇▇▇▇▇ and the subsidiaries of ▇▇▇▇▇▇ after giving effect to the consummation of the HEC Reorganization), under any of the terms, conditions or provisions provi- sions 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 Target GM or any of its subsidiaries (other than ▇▇▇▇▇▇ and the subsid- iaries of ▇▇▇▇▇▇ after giving effect to the consummation of the HEC Reorganization) is a party involving more than $500,000party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target GM or any of its sub- sidiaries (other than ▇▇▇▇▇▇ and the subsidiaries of ▇▇▇▇▇▇ after giving effect to the consummation of the HEC Reorganiza- tion) or any of their respective properties or assets; or; (d) except as contemplated by the ▇▇▇▇▇▇ Distribu- tion Agreement and the ▇▇▇▇▇▇ Merger Agreement, require any action or consent or approval of, or review by, or registration or filing by Target GM or any of its affiliates subsidiaries (other than ▇▇▇▇▇▇ and the subsidiaries of ▇▇▇▇▇▇ after giving effect to the con- summation of the HEC Reorganization) with, any third party or any court, arbitral tribunal, administrative agency or commis- sion or other governmental or regulatory body, agency, instru- mentality or authority (a "Governmental Authority"), other than (i) authorization for listing of the shares of ▇▇▇▇▇▇ Class A Common Stock to be issued in the ▇▇▇▇▇▇ Spin-Off Merger and on the transactions contemplated hereby by Target StockholdersNew York Stock Exchange, subject to official notice of issu- ance, (ii) actions required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regula- tions promulgated thereunder (the "HSR Act"), and other similar foreign, federal and state laws, and (iii) registrations or other actions required under foreign, federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure Schedulesecuri- ties laws; except in the case of clauses (b), (c) and (d) ), for any of the foregoing that would notforego- ing that, individually or in the aggregate, would neither have a Material Adverse Effect on Target or a material adverse effect on the ability of GM and its subsid- iaries (other than ▇▇▇▇▇▇ and the parties subsidiaries of ▇▇▇▇▇▇ after giving effect to the consummation of the HEC Reorganization) to consummate the transaction transactions on their parts contemplated herebyhereby and by the other Transaction Agreements to which GM or any such subsidiary, as applicable, is a party nor materially delay the ability of GM or any such subsidiary to consummate such trans- actions.

Conflicts; Consents and Approvals. Except as set forth in Section 4.5 to the Target Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Target, SYS nor the consummation of the transactions contemplated hereby or thereby will: (a) 3.3.1 conflict with, or result in a breach of any provision of, the Target Certificate SYS Articles or the Target By-LawsSYS Bylaws or the governing documents of any subsidiary of SYS; (b) 3.3.2 materially violate, or conflict with, or result in a material breach of any provision of, or constitute a material default (or an event that, 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 material default under, or result in the creation of any lien, security interest, charge or encumbrance material Encumbrance upon any of the properties or assets of Target SYS or any of its subsidiaries 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 Target SYS or any of its subsidiaries is a party involving more than $500,000(for purposes of this Agreement, “Encumbrance” means any charge, claim, mortgage, servitude, easement, right of way, equitable interest, lease or other possessory interest, conditional sale or other title retention arrangement, lien, pledge, security interest, preference, priority, right of first refusal or similar restriction); (c) 3.3.3 materially violate any (i) order, writ, injunction, decree, statute, rule ruling, assessment, or regulation applicable arbitration or award of any Governmental Authority or (ii) to Target the Knowledge of SYS, Applicable Laws relating to SYS or any of its subsidiaries or any of their respective properties or assets; or (d) 3.3.4 require any action or consent or approval of, or review by, or registration or filing by Target SYS or any of its affiliates with, any third party or any Governmental Authority, other than (i) authorization of the Merger and the transactions contemplated hereby by Target Stockholders, (ii) actions required by the HSR Act, (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 to the Target Disclosure Schedule; except in the case of clauses (c) and (d) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Target or a material adverse effect on the ability of the parties to consummate the transaction contemplated herebyAgreement.