Common use of Governmental Consents; No Conflicts Clause in Contracts

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by the Company of this Agreement or its Related Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) (A) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the Form S-4, and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the Transactions. (b) Except as set forth on Schedule 5.5(b), the execution, delivery, and performance by the Company of this Agreement and its Related Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not, violate, conflict with, result in a breach, cancellation or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of any Company Entity under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, (i) any Law or Order applicable to or binding on the Company Entities or any of their respective properties or assets, (ii) any Material Contract, (iii) any Permit held by any Company Entity or (iv) any of the Organizational Documents of the Company, except, in the case of each of clauses (ii) and (iii), where such violation, conflict, breach, cancellation, termination or default would not, individually or in the aggregate, be expected to be material to the Company Entities taken as a whole.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by the Company Purchaser and Merger Sub of this Agreement or its their Related Agreements, and the consummation by the Company Purchaser and Merger Sub of the transactions contemplated hereby and thereby, do not and will not require any material Consent of or with any Governmental Authority, other than (i) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser the Company or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) (A) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4, ”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the Transactions. (b) Except as set forth on Schedule 5.5(b6.5(b), the execution, delivery, delivery and performance by the Company Purchaser and Merger Sub of this Agreement and its their Related Agreements, and the consummation by the Company Purchaser and Merger Sub of the transactions contemplated hereby and thereby, do not and will not, not violate, conflict with, result in a breach, cancellation or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of Purchaser or any Company Entity of its Subsidiaries under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, (i) any Law or Order applicable to or binding on the Company Entities Purchaser or its Subsidiaries or any of their respective properties or assets, (ii) any Contract to which Purchaser or any of its Subsidiaries is a party or by which Purchaser or its Subsidiaries or any of their respective properties or assets are bound, including any Purchaser Material ContractContract or Purchaser Real Property Lease, (iii) any Permit held by Purchaser or any Company Entity of its Subsidiaries or (iv) any of the Organizational Documents of the CompanyPurchaser or Merger Sub, except, in the case of each of clauses (iii) and through (iii), where such violation, conflict, breach, cancellation, termination or default would not, individually or in the aggregate, be expected to be material to Purchaser, the Purchaser Subsidiaries and, after the Closing, the Company Entities Entities, taken as a whole.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by the Company of this Agreement or its Related AgreementsAgreement, and the consummation by the Company of the transactions contemplated hereby and therebyby this Agreement, do not and will not require any Consent of consent of, filing, notification, or registration with any Governmental AuthorityEntity, other than (i) any Consent consent of, filing, notification, or registration with any Governmental Entity, the failure of which to be obtained would not materially prevent or delay the consummation by the Company of the transactions contemplated by this Agreement, (ii) any consent of, filing, notification, or registration with any Governmental Entity that is required as a result of any facts or circumstances relating solely to Purchaser Parent or any of its Affiliates, (iiiii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iiiiv) (A) the filing with the SEC of notices, and expiration of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Actrelated waiting period, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the Form S-4, and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act and (v) the consents, filings, notifications, or registrations with respect to any Governmental Entity set forth on Schedule 3.3(a) of the TransactionsCompany Disclosure Letter. (b) Except as set forth on Schedule 5.5(b)3.3(b) of the Company Disclosure Letter, the execution, delivery, and performance by the Company of this Agreement and its Related AgreementsAgreement, and the consummation by the Company of the transactions contemplated hereby and therebyby this Agreement, do not and will not, not violate, conflict with, result in a breach, cancellation cancellation, or termination of, constitute a default under, result in the creation of any Lien Encumbrance (other than Permitted Encumbrances) on any of the properties or assets of any the Company Entity or its Subsidiaries under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on the Company Entities Company, its Subsidiaries or any of their respective properties or assets, (ii) any Material Contract, (iii) any Permit permit, license, approval, governmental qualification, registration, or other authorization required to be obtained (a “Permit”), including any environmental permit as required by any Environmental, Health and Safety Requirements (an “Environmental Permit”), held by any the Company Entity or its Subsidiaries, or (iv) any of the Organizational Charter Documents or organizational documents of the CompanyCompany or its Subsidiaries, except, in the case of each of clauses (i), (ii) ), and (iii)) above, where such violation, conflict, breach, cancellation, termination termination, or default would not, individually or in the aggregate, reasonably be expected to be material to the Company Entities and its Subsidiaries, taken as a whole, or prevent the consummation by the Company of the transactions contemplated by this Agreement.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by the Company such Seller of this Agreement or and its Related Agreements, and the consummation by the Company such Seller of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by such Seller of the transactions contemplated by this Agreement or any of its Related Agreements, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) (Athe Consents set forth on Section 4.3(a) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the Form S-4, and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the TransactionsSeller Disclosure Schedule. (b) Except as set forth on Schedule 5.5(b)Section 4.3(b) of the Seller Disclosure Schedule, the execution, delivery, and performance by the Company such Seller of this Agreement and its Related Agreements, and the consummation by the Company such Seller of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not, not violate, conflict with, result in a breach, cancellation cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of any Company Entity Shares held by such Seller under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on the Company Entities such Seller or any of their respective such Seller’s properties or assets, including the Shares held by such Seller, (ii) any Material ContractContract to which such Seller is a party or by which Seller or any of such Seller’s properties or assets, including the Shares held by such Seller, is bound, (iii) any Permit held by any Company Entity such Seller, or (iv) if such Seller is a legal entity, any of the Organizational Documents of the Companysuch Seller, except, in the case of each of clauses (i), (ii) ), and (iii), where such violation, conflict, breach, cancellation, termination termination, or default would not, individually or in the aggregate, be expected to be material to prevent or delay the Company Entities taken as a wholeconsummation by such Seller of the transactions contemplated by this Agreement or any of its Related Agreements.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by the Company each of Live Oak and Merger Sub of this Agreement or and its Related Agreements, and the consummation by the Company each of Live Oak and Merger Sub of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not require any Consent of of, filing, notification, or registration with any Governmental Authority, other than (i) any Consent of, filing, notification, or registration with any Governmental Authority, the failure of which to be obtained would not be material to Live Oak or Merger Sub or prevent or materially delay the consummation by Live Oak and Merger Sub of the transactions contemplated by this Agreement or any of its Related Agreements, (ii) any Consent of, filing, notification, or registration with any Governmental Authority that is required as a result of any facts or circumstances relating solely to Purchaser the Company, any Shareholder, or any of its their respective Affiliates, (iiiii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) (A) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the Form S-4Georgia, and (Civ) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act notifications, or registrations with respect to the Transactionsany Governmental Authority set forth on Schedule 5.2(a). (b) Except as set forth on Schedule 5.5(b5.2(b), the execution, delivery, and performance by each of Live Oak and Merger Sub of this Agreement and its applicable Related Agreements, and the Company consummation by each of Live Oak and Merger Sub of the transactions contemplated by this Agreement and its Related Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not, not violate, conflict with, result in a breach, cancellation cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of any Company Entity Live Oak or Merger Sub under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on the Company Entities Live Oak, Merger Sub, or any of their respective properties or assets, (ii) any Material Contractmaterial Contract to which Live Oak or Merger Sub is a party or by which Live Oak, Merger Sub, or any of their respective properties or assets is bound, (iii) any Permit held by any Company Entity Live Oak or Merger Sub, or (iv) any of the Organizational Documents of the Company, Live Oak or Merger Sub except, in the case of each of clauses (i), (ii) ), and (iii), where such violation, conflict, breach, cancellation, termination termination, or default would notnot prevent or delay the consummation by Live Oak or Merger Sub of the transactions contemplated by this Agreement or any of its Related Agreements. (c) The only vote of the Live Oak Stockholders required to adopt this Agreement and approve the Merger is the affirmative vote of the holders of at least a majority of the outstanding Live Oak Shares (the “Required Live Oak Stockholder Approval”). No other vote of the Live Oak Stockholders is required by Law, individually the Organizational Documents of Live Oak, or in the aggregate, be expected any Contract to be material to the Company Entities taken as which Live Oak is a wholeparty.

Governmental Consents; No Conflicts. (a) The execution, delivery, delivery and performance by the Company of this Agreement or its Related Agreements, and the consummation Related Agreements by the Company of the transactions contemplated hereby TDCC and thereby, its applicable Affiliates do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent that is required the failure of which to be obtained would not reasonably be expected to have a Business Material Adverse Effect or would not prevent or materially delay the consummation by TDCC or any such Affiliate of the transactions contemplated by this Agreement, (ii) any Consent relating to the Restructuring Transactions, (iii) such Consents as may be necessary as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) (A) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, Affiliates and the declaration of effectiveness under the Securities Act, of the Form S-4, and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the Transactionsany Consent set forth on Schedule 3.3(a). (b) Except as set forth on Schedule 5.5(b3.3(b), the execution, delivery, delivery and performance by the Company of this Agreement and of the applicable Related Agreements by TDCC and its Related Agreementsapplicable Affiliates, and the consummation by the Company of the transactions contemplated hereby and therebythereby by such Persons, do not and will notnot (i) violate any Law applicable to or binding on AgroFresh, violateTDCC or any such Affiliate or their respective assets, (ii) violate or conflict with, result in a breach, cancellation or termination of, constitute a default under, result in the creation of any Lien on upon any of the properties or assets of AgroFresh, TDCC or any Company Entity such Affiliate under, or result in or constitute a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, (i) any Law Contract to which AgroFresh, TDCC or Order applicable to any such Affiliate is a party or binding on the Company Entities by which AgroFresh, TDCC or any such Affiliate or any of their respective properties assets are bound or assets, (ii) any Material Contract, (iii) violate or conflict with any Permit held by any Company Entity or (iv) any provision of the Organizational Documents certificate of the Companyincorporation or by-laws (or similar organizational documents) of AgroFresh, TDCC or any such Affiliate, except, in the case of each of clauses (iii) and (iiiii), where such violation, conflict, breach, cancellation, termination termination, default or default Lien (as applicable) would not, individually or in the aggregate, not reasonably be expected to be material to have a Business Material Adverse Effect or would not prevent or materially delay the Company Entities taken as a wholeconsummation by TDCC or any such Affiliate of the transactions contemplated by this Agreement.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by the Company Purchaser of this Agreement or and its Related Agreements, and the consummation by the Company Purchaser of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or prevent or materially delay the consummation by Purchaser of the transactions contemplated by this Agreement or any of its Related Agreements, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser Seller, the Companies, or any of its their respective Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) (Athe Consents set forth in Section 6.2(a) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the Form S-4, and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the TransactionsDisclosure Schedule. (b) Except as set forth on Schedule 5.5(b)in Section 6.2(b) of the Purchaser Disclosure Schedule, the execution, delivery, and performance by the Company Purchaser of this Agreement and its Related Agreements, and the consummation by the Company Purchaser of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not, not violate, conflict with, result in a breach, cancellation cancellation, acceleration or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of Purchaser under, result in the acceleration or triggering of any Company Entity underpayment, posting of collateral (or the right to require the posting of collateral), vesting or increase in the amount of compensation or benefit payable, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on the Company Entities Purchaser or any of their respective its properties or assets, (ii) any Material Contractmaterial Contract to which Purchaser is a party or by which Purchaser or any of its properties or assets is bound, (iii) any Permit held by any Company Entity Purchaser, or (iv) any of the Organizational Documents of the Company, Purchaser except, in the case of each of clauses (i), (ii) ), and (iii), where such violation, conflict, breach, cancellation, termination termination, or default would not, individually not prevent or in materially delay the aggregate, be expected to be material to consummation by Purchaser of the Company Entities taken as a wholetransactions contemplated by this Agreement or any of its Related Agreements or materially adversely affect Purchaser or its business or operations.

Governmental Consents; No Conflicts. (ai) The execution, delivery, and performance by the Company Seller of this Agreement or its Related AgreementsAgreement, and the consummation by the Company Seller of the transactions contemplated hereby and therebyby this Agreement , do not and will not require any Consent consent of or with any Governmental Authority, other than (ix) any Consent consent the failure of which to be obtained would not prevent or delay the consummation by Seller of the transactions contemplated by this Agreement and (y) any consent that is required as a result of any facts or circumstances relating solely to Purchaser the Company or any of its Affiliates, affiliates (the term affiliates as used herein has the meaning given to it in the BCA). (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) (A) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the Form S-4, and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the Transactions. (b) Except as set forth on Schedule 5.5(b), the The execution, delivery, and performance by the Company Seller of this Agreement and its Related AgreementsAgreement, and the consummation by the Company Seller of the transactions contemplated hereby and therebyby this Agreement, do not and will not, not violate, conflict with, result in a breach, cancellation cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of any Company Entity Seller Shares under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (iA) any Law or Order order applicable to or binding on the Company Entities Seller or any of their respective Seller’s properties or assets, including the Seller Shares, (iiB) any Material ContractContract to which any Seller is a party or by which Seller or any of Seller’s properties or assets, including the Seller Shares, is bound, (iiiC) any Permit held by any Company Entity Seller, or (ivD) any of the Organizational Documents organizational documents of the CompanySeller, except, in the case of each of clauses (iiA), (B) and (iiiC), where such violation, conflict, breach, cancellation, termination termination, or default would not, individually or in the aggregate, be expected to be material to prevent or delay the Company Entities taken as a wholeconsummation by Seller of the transactions contemplated by this Agreement.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by the such Company of this Agreement or Agreement, its Related Agreements, Agreements and the consummation by the such Company of the transactions contemplated hereby and thereby, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not (A) prevent or materially delay the consummation by such Company of the transactions contemplated by this Agreement and its Related Agreements or (B) reasonably be expected to have a Material Adverse Effect, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) (Athe Consents set forth on Section 5.3(a) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the Form S-4, and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the TransactionsSeller Disclosure Schedule. (b) Except as set forth on Schedule 5.5(bSection 5.3(b) of the Seller Disclosure Schedule, and assuming the taking of any action by (including any Consents), or in respect of, or any filing with, any Governmental Authority, in each case, as disclosed on Section 5.3(a) of the Seller Disclosure Schedule, the execution, delivery, and performance by the such Company of this Agreement and Agreement, its Related Agreements, and the consummation by the such Company of the transactions contemplated hereby and or thereby, do not and will not, not materially violate, conflict with, result in a material breach, cancellation cancellation, acceleration or termination of, constitute a material default under, result in the creation of any Lien (other than Permitted Liens and Liens arising under applicable securities Laws) on any of the properties or assets of any such Company Entity under, or result in a circumstance that, with or without notice or lapse of time or both, require any Consent of any Person or would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on the such Company Entities or any of their respective its properties or assets, (ii) any Material ContractContract to which such Company is a party or by which such Company or any of its properties or assets is bound, including any Material Contract or Real Property Lease, (iii) any material Permit held by any Company Entity such Company, or (iv) any of the Organizational Documents of the such Company, except, in the case of each of clauses (iii) and - (iii), where such violation, conflict, breach, cancellation, termination termination, or default would not, individually or in the aggregate, (A) prevent or materially delay the consummation by the Companies of the transactions contemplated by this Agreement and its Related Agreements or (B) reasonably be expected to be material to the Company Entities taken as have a wholeMaterial Adverse Effect.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by the Company each of Seller and Seller Parent of this Agreement or and its Related Agreements, and the consummation by the Company each of Seller and Seller Parent of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not (A) prevent or materially delay the consummation by either of Seller or Seller Parent of the transactions contemplated by this Agreement or any of its Related Agreements or (B) reasonably be expected to have a Material Adverse Effect, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) (Athe Consents set forth on Section 4.3(a) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the Form S-4, and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the TransactionsSeller Disclosure Schedule. (b) Except as set forth on Schedule 5.5(b), the The execution, delivery, and performance by the Company each of Seller and Seller Parent of this Agreement and its Related Agreements, and the consummation by the Company each of Seller and Seller Parent of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not, not violate, conflict with, result in a breach, cancellation cancellation, acceleration, or termination of, constitute a default under, result in the creation of any Lien on any of the properties Shares held by Seller under, result in a circumstance that, with or assets without notice or lapse of time or both, require any Consent of any Company Entity underPerson, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on Seller or its properties or assets, including the Company Entities Shares, (ii) any Contract to which Seller or Seller Parent is a party or by which Seller or Seller Parent or any of their respective properties or assets, (ii) any Material Contractincluding the Shares, is bound, (iii) any Permit held by any Company Entity Seller, or (iv) any of the Organizational Documents of the CompanySeller or Seller Parent, except, in the case of each of clauses (i), (ii) ), and (iii), where such violation, conflict, breach, cancellation, termination termination, or default would not, individually or in the aggregate, (A) prevent or materially delay the ability of Seller or Seller Parent to consummate the transactions contemplated by this Agreement or any of its Related Agreements or (B) reasonably be expected to be material to the Company Entities taken as have a wholeMaterial Adverse Effect.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by the Company each of Parent and Merger Sub of this Agreement or and its Related Agreements, and the consummation by the Company each of Parent and Merger Sub of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not require any Consent of consent of, filing, notification, or registration with any Governmental AuthorityEntity, other than (i) any Consent consent of, filing, notification, or registration with any Governmental Entity, the failure of which to be obtained would not be material to Parent or Merger Sub or prevent or materially delay the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement or any of its Related Agreements, (ii) any consent of, filing, notification, or registration with any Governmental Entity that is required as a result of any facts or circumstances relating solely to Purchaser the Company, any Parent Stockholder, or any of its their respective Affiliates, (iiiii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iiiiv) (A) the filing with the SEC of notices, and expiration of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Actrelated waiting period, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the Form S-4, and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act and (v) the consents, filings, notifications, or registrations with respect to the Transactionsany Governmental Entity set forth on Schedule 4.2(a). (b) Except as set forth on Schedule 5.5(b4.2(b), the execution, delivery, and performance by each of Parent and Merger Sub of this Agreement and its applicable Related Agreements, and the Company consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement and its Related Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not, not violate, conflict with, result in a breach, cancellation cancellation, or termination of, constitute a default under, result in the creation of any Lien Encumbrance on any of the properties or assets of any Company Entity Parent or Merger Sub under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on the Company Entities Parent, Merger Sub, or any of their respective properties or assets, (ii) any Material Contractmaterial Contract to which Parent or Merger Sub is a party or by which Parent, Merger Sub, or any of their respective properties or assets is bound, (iii) any Permit held by any Company Entity Parent or Merger Sub, or (iv) any of the Organizational Documents organizational documents of the Company, Parent or Merger Sub except, in the case of each of clauses (i), (ii) ), and (iii)) above, where such violation, conflict, breach, cancellation, termination termination, or default would not, individually not prevent or in delay the aggregate, be expected to be material to consummation by Parent or Merger Sub of the Company Entities taken as a wholetransactions contemplated by this Agreement or any of its Related Agreements.