Common use of No Violation; Consents and Approvals Clause in Contracts

No Violation; Consents and Approvals. The execution and delivery by the Company of this Agreement does not, and the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result (with the giving of notice or passage of time or both) in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement.

No Violation; Consents and Approvals. The (a) Assuming receipt of those approvals and consents set forth in Section 3.6(b) of the Disclosure Letter, the execution and delivery by the Company WIN of this Agreement does notand by WIN, Holdings and the Division Subsidiaries of such of the Ancillary Agreements to which WIN, Holdings and each such Division Subsidiary is a party do not in any material respect, and the consummation by the Company performance of any of the transactions contemplated hereby their respective obligations hereunder and thereunder and compliance by the Company with the terms, conditions terms hereof and provisions hereof (including the offer and sale of the Securities by the Company) thereof will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Splitnot in any material respect, conflict with, violate, or result (with the giving in any violation of notice or passage of time or both) in a breach of the terms, conditions or provisions ofdefault under, or constitute give rise to a default, an event right of default or an event creating rights of acceleration, termination or cancellation or a loss of rights undercancellation, or result in the creation or imposition of any Encumbrance Lien upon any of the material properties or assets of WIN, Holdings or properties the Division Subsidiaries under, (i) any provision of the Company or any Subsidiary under (A) the articles certificate of incorporation or certificate bylaws of formation WIN, Holdings or the by-laws or limited liability company agreement, each as applicable, any of the Company Division Subsidiaries, (ii) any material judgment, order or decree, or Law applicable to WIN, Holdings or any Subsidiaryof the Division Subsidiaries, or (Biii) any material note, instrumentbond, agreementindenture, contractReal Property Lease, mortgagepermit, lease, license, franchise, guarantee, permit franchise or other authorizationinstrument or obligation, rightor any Material Contract, restriction or obligation to which the Company WIN, Holdings or any Subsidiary of the Division Subsidiaries is a party or by or to which WIN, Holdings or any of the Division Subsidiaries or any of their respective properties or assets is bound or properties is subject subject, but excluding any contracts, agreements or by which arrangements as are listed in Section 6.2 of the Company Disclosure Letter. (b) Other than those arising under any contracts, agreements or arrangements as are listed in Section 6.2 of the Disclosure Letter, no material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, or any Subsidiary third party, is boundrequired to be obtained or made by or with respect to WIN, (C) Holdings or any Court Order of the Division Subsidiaries in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which the Company WIN, Holdings or any each such Division Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is boundparty, or the consummation by WIN, Holdings or each such Division Subsidiary of the transactions contemplated hereby, except: (Di) any Requirements compliance with and filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of Law applicable to 1976, as amended (the Company or any Subsidiary or any of their respective assets or properties; or “HSR Act”) and (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including compliance with and filings under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement).

No Violation; Consents and Approvals. The execution (a) Except as set forth on the CareFirst Disclosure Schedule and subject to the governmental filings (and other matters) referred to in Section 4.4(b), the execution, delivery by the Company and performance of this Agreement does notby CareFirst, compliance with the provisions of this Agreement, and the consummation by the CareFirst or any CareFirst Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: not (i) after giving conflict with or violate any provisions of the Charters or Bylaws in effect as of the date hereof of any CareFirst Company (and with respect to the Shareholder Approval, the Amendment CareFirst and the Reverse SplitPrimary CareFirst Insurers, as such Charters and Bylaws are to be amended to accomplish the Conversion); (ii) conflict with, violateviolate or result in any breach of, result (or constitute a default whether with the giving of or without notice or passage lapse of time or both) in a breach , or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of, or constitute render unenforceable, any note, bond, mortgage, indenture, license (including any license granted by BCBSA), franchise, permit, agreement, lease or other instrument or obligation to which any CareFirst Company is a defaultparty or by which any CareFirst Company, an event its business or any of default its assets is bound; (iii) violate any statute, ordinance or an event creating rights law or any rule, regulation, order, writ, injunction or decree of acceleration, termination or cancellation or a loss of rights underany Governmental Entity applicable to any CareFirst Company, or by which its business or any of its assets is bound; (iv) require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (v) result in the creation or imposition of any Encumbrance lien, charge or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses (other than clause (i)) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals of the assets or properties BCBSA, the absence of which, in the Company or any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreementaggregate, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation to which the Company or any Subsidiary is would not result in a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; orCareFirst Material Adverse Effect. (iib) require the No consent, approval, consent, order or authorization or act of, or the making by the Company registration, declaration or any Subsidiary of any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except Governmental Entity is required by any CareFirst Company for the Shareholder Approval, execution and delivery of this Agreement by CareFirst or the filing consummation by CareFirst of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement, except for (i) the filing with the FTC and the DOJ of a notification and report form by CareFirst under the HSR Act and (ii) the preparation and filing of appropriate documents with, and approval of, the appropriate regulatory bodies in the States of Maryland and Delaware, the District of Columbia, the U.S. Congress and other jurisdictions regarding insurance-related approvals (collectively referred to as the "CareFirst Primary Filings").

No Violation; Consents and Approvals. The (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminated, the execution and delivery by the Company of this Agreement does by each of Purchaser and Merger Sub do not, and the performance of this Agreement by each of Purchaser and Merger Sub and the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: , (i) after giving effect to conflict with or violate the Shareholder Approvallimited liability company agreement, the Amendment and the Reverse Splitcertificate of incorporation or by-laws or comparable organizational documents, in each case as currently in effect, of Purchaser or Merger Sub, (ii) conflict with, violate, violate or result (with the giving of notice or passage of time or both) in a loss of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material breach of the terms, conditions or provisions of, or constitute a default, an event of material default (or an event creating rights that with notice or lapse of accelerationtime or both would constitute a material default) under, termination or give to others any right of termination, amendment, acceleration or cancellation of, or a loss require payment or otherwise change the existing rights or obligations of rights Purchaser or Merger Sub under, or result in the creation or imposition of any Encumbrance upon a Lien on any of the properties or assets of Purchaser or properties of the Company or Merger Sub under, any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any material note, instrumentbond, mortgage, indenture, Contract, agreement, contractarrangement, mortgagecommitment, lease, license, franchisepermit, guarantee, permit franchise or other authorization, right, restriction instrument or obligation to which the Company Purchaser or any Subsidiary Merger Sub is a party or any of their respective assets by or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company Purchaser or any Subsidiary is a party Merger Sub or any of their respective its properties or assets is bound or properties is subject subject. (b) The execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance by each of Purchaser and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, will not, require Purchaser or by which the Company Merger Sub to obtain any Consents from any Governmental Authority, or any Subsidiary is boundthird party, or except for (Di) any Requirements applicable requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or HSR Act and (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing Consents set forth in Section 6.03(b) of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this AgreementPurchaser Schedule.

No Violation; Consents and Approvals. (a) The execution and delivery by the Company of this Agreement by the Territory does not, and the execution and delivery by each of the Territory, Sub and their respective Subsidiaries of the Other Transaction Agreements to which it is to be a party and the consummation by the Company of any of the transactions contemplated hereby thereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) terms thereof will not: , (i) after giving effect subject to obtaining the Shareholder Local Partner Approval and International Partner Approval, conflict with or result in any violation of any provision of the Amendment and constitutive or organizational documents of the Reverse SplitTerritory or Sub or the comparable organizational documents of any of their respective Subsidiaries, (ii) conflict with, violate, result (with the giving of notice or passage of time or both) in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event or give rise to any right of default a termination, revocation, cancelation or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation Contract to which the Company or any Subsidiary is a party Territory, Sub or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary Subsidiaries is a party party, except for any such conflict, violation, breach, default, loss, right, entitlement or Lien which, individually or in the aggregate, could not reasonably be expected to have a Business Material Adverse Effect, or (iii) conflict with or result in a violation of any judgment, order, decree, writ, injunction, statute, law, ordinance, rule or regulation applicable to the Territory, Sub or any of their respective assets Subsidiaries or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company property or any Subsidiary assets of the Territory, Sub or any of their respective assets Subsidiaries, except for any such conflict, violation, loss or properties; or Lien (in the case of clauses (ii) require or (iii)) which, individually or in the aggregate, could not reasonably be expected to have a Business Material Adverse Effect. (b) No consent, approval, consentlicense, Permit, order, authorization or act of, registration, declaration or filing with, or notice to, any domestic or foreign court, administrative or regulatory agency or commission or other governmental authority or instrumentality (whether local, municipal, provincial, Federal, national, supra-national or otherwise) (each, a "Governmental Entity") is required to be obtained or made by or with respect to the Territory, Sub or any of their respective Subsidiaries in connection with the execution and delivery of the Transaction Agreements or the making by the Company or any Subsidiary consummation of any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreementthereby or compliance with the terms thereof, other than consents, approvals, licenses, permits, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made could not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect.

No Violation; Consents and Approvals. The Except as set forth in Schedule 3.4, neither the execution and delivery by the Company of this Agreement does notand the Documents required to effect the transactions hereunder, nor the performance by Seller, International Subsidiary and Parent of their respective obligations hereunder, nor the consummation by the Company each of any Seller, International Subsidiary and Parent of the transactions contemplated hereby and compliance by the Company do or will (a) violate, conflict with the terms, conditions and provisions hereof (including the offer and sale or result in any breach of any provision of the Securities by the Companymemorandum or articles of association, certificate of incorporation, bylaws or any other similar organizational document of Seller, International Subsidiary or Parent, as applicable, (b) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Splitviolate, conflict withwith or result in a violation or any breach of or default under (either immediately or upon notice, violatelapse of time or both), result or constitute a default (with the giving of or without due notice or passage lapse of time or both) in a breach of under the terms, conditions or provisions ofof any note, bond, mortgage, indenture or deed of trust, or constitute any material license, lease or agreement to which Seller, International Subsidiary or Parent is a defaultparty, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights underincluding without limitation the Assigned Contracts, or to which the Purchased Assets are or may be subject, (c) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to Seller, International Subsidiary or Parent, (d) result in the creation or imposition of any material Encumbrance upon on any of the assets Purchased Assets or properties give to any person any interest or right in any of the Company Purchased Assets, (e) accelerate the maturity of or otherwise modify any Subsidiary under (A) material liability or obligation relating to the articles of incorporation or certificate of formation Purchased Assets or the by-laws or limited liability company agreementAssumed Liabilities, each as applicable, (f) result in a breach of any of the Company terms and conditions of, constitute a default under or otherwise cause any Subsidiaryimpairment of, (B) any noteAssigned Contract or Permits, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is boundthat would be material, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (iig) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, notice to or permit, authorization, consent or approval of any Personthird party, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreementany Governmental Authority.

No Violation; Consents and Approvals. (a) The execution and delivery by the Company Parent and Merger Sub of this Agreement does notAgreement, the Transaction Agreements and the consummation Ancillary Agreements to which they are parties and the performance by the Company Parent and Merger Sub of their respective obligations pursuant hereto and thereto will not (with or without notice or lapse of time, or both) conflict with or result in any violation of any provision of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result (with the giving Organizational Documents of notice Parent or passage of time or both) in a breach of the terms, conditions or provisions ofMerger Sub, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (Bii) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit Legal Requirement applicable to Parent or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party Merger Sub or any of their respective properties or assets or properties is subject or by which other than compliance with the Company or any Subsidiary is boundrequirements set forth in Section 3.3(b) below, (Ciii) any Court Order Contract applicable to which the Company or any Subsidiary is a party Parent or any of their respective assets its properties or properties is subject or by which the Company or any Subsidiary is boundassets, or (Div) any Requirements of Law judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any Subsidiary Parent or any of their respective assets its properties or properties; or assets, other than in the case of clauses (i), (ii), (iii) require and (iv) any such violation, default, right of termination, cancellation or acceleration or Lien that individually or in the approval, consent, authorization or act ofaggregate would not impair in any material respect the ability of Parent to perform its obligations under this Agreement, or prevent or materially delay the making by the Company or any Subsidiary consummation of any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement. (b) No filing or registration with, or authorization, consent or approval of, any Governmental Body is required by or with respect to Parent or Merger Sub in connection with the execution and delivery by each of Parent or Merger Sub of this Agreement, the Transaction Agreements or the Ancillary Agreements to which it is a party or is necessary for the consummation by each of Parent or Merger Sub of the Merger and the other Transactions to which it is a party, except for (i) any filing pursuant to the WBCA, (ii) applicable requirements, if any, of U.S. federal securities laws, blue sky laws and the Nasdaq Stock Market, (iii) such filings, authorizations, orders or approvals as may be required under the HSR Act, if any, (iv) applicable requirements, if any, under foreign laws and (v) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a Material Adverse Effect on Parent, materially impair the ability of Parent or Merger Sub to perform its obligations hereunder or under the Transaction Agreements or Ancillary Agreements, or prevent the consummation of any of the Transactions.

No Violation; Consents and Approvals. The execution and delivery by the Company of this Agreement does by Purchaser do not, and the performance of this Agreement by Purchaser and the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: , (i) after giving effect conflict with or violate the certificate of incorporation or bylaws, in each case as currently in effect, of Purchaser, (ii) conflict with or violate in any material respect any Laws applicable to the Shareholder ApprovalPurchaser or by or to which any of its properties or assets is bound or subject, the Amendment and the Reverse Split, conflict with, violate, or (iii) result (with the giving of notice or passage of time or both) in a any material breach of the terms, conditions or provisions of, or constitute a default, an event of material default (or an event creating rights that with notice or lapse of accelerationtime or both would constitute a material default) under, termination or give to others any right of termination, amendment, acceleration or cancellation of, or a loss of rights require payment under, or result in the creation or imposition of any Encumbrance upon a Lien on any of the properties or assets or properties of the Company or Purchaser under, any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any material note, instrumentbond, mortgage, indenture, contract, agreement, contractarrangement, mortgagecommitment, lease, license, franchisepermit, guarantee, permit franchise or other authorization, right, restriction instrument or obligation to which the Company or any Subsidiary Purchaser is a party or by or to which Purchaser or any of their respective its properties or assets is bound or properties subject. The execution and delivery of each Ancillary Document to which it is subject party by Purchaser do not, and the performance of such Ancillary Documents by Purchaser and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the certificate of incorporation or bylaws, in each case as currently in effect, of Purchaser, (ii) conflict with or violate in any material respect any Laws applicable to Purchaser or by which the Company or any Subsidiary is bound, (C) any Court Order to which any of its properties or assets is bound or subject, or (iii) result in any material breach of, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the Company creation of a Lien on any of the properties or assets of Purchaser under, any Subsidiary material note, bond, mortgage, indenture, contract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which Purchaser is a party or any of their respective assets by or properties is subject or by to which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary Purchaser or any of their respective its properties or assets is bound or properties; or (ii) require the approval, consent, authorization or act of, or the making by the Company subject. The execution and delivery of this Agreement or any Subsidiary of any declarationAncillary Document by Purchaser do not, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing performance by Purchaser of a notice this Agreement or any Ancillary Document and the consummation of an exempt offering on Form D for the transactions contemplated by hereby and thereby will not, require Purchaser to obtain any Consents from any Governmental Authority, or any third party. Financial Sufficiency. On and after the Closing Date, Purchaser shall have such working capital as it deems reasonably necessary in its sole business judgement to operate the Business as a going concern and in accordance with generally acknowledged sound business practices. Nothing in this AgreementSection 5.4 shall prohibit Purchaser from terminating any contractual relationship, not renewing any Contract or other agreement, or negotiating modifications or otherwise satisfying any Assumed Liability for an amount less than the entire amount of such Assumed Liability.

No Violation; Consents and Approvals. The Except as set forth in Section 3.6 of the Disclosure Schedule, to the knowledge of the Sellers, the ------------------- Parents, the Company or any Subsidiary, the execution and delivery by the Company of this Agreement does not, and the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions terms hereof (including the offer and sale of the Securities by the Company) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result (with the giving in any violation of notice or passage of time or both) in a breach of the terms, conditions or provisions default of, or constitute a defaultrequire any consent or approval of, an event of default or an event creating rights of accelerationnotice to, termination or cancellation or a loss of rights any private nongovernmental party under, (a) any provision of the charter or result in the creation bylaws, or imposition other constituent organizational documents, of any Encumbrance upon any of the assets Seller or properties of the Company or any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any SubsidiarySubsidiaries, (Bb) any notejudgment, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit order or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bounddecree, or (D) any Requirements of Law statute, law, ordinance, rule or regulation applicable to any Parent, Seller, the Company Company, or any Subsidiary or the property or assets of any Parent, Seller, the Company, or any Subsidiary or (c) any Material Contracts (as such term is defined in Section 3.14). No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental entity, authority or instrumentality, domestic or foreign, is required to be obtained or made by or with respect to any Parent, Seller, the Company, or any Subsidiary or their affiliates in connection with the execution and delivery of their respective assets this Agreement or properties; or the consummation by either Seller of the transactions contemplated hereby, other than (i) compliance with and filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), if applicable, (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including compliance with and filings under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements Section 13(a) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), (iii) com- -5- pliance with and filings under federal or state environmental, tax, employment or workers compensation statutes, if applicable, (iv) those which may be required solely by reason of the filing participation of a notice of an exempt offering on Form D for Buyer or any party other than Parents, Sellers, the Company or the Subsidiaries in the transactions contemplated by this Agreementhereby, and (v) foreign ownership, competition or title registration statutes of Australia, Canada, Singapore, United Kingdom, Venezuela, Malaysia, Brazil and Thailand, if applicable.

No Violation; Consents and Approvals. The (a) Except as set forth on Section 4.4(a) of the Target Disclosure Letter, the execution and delivery by the Company of this Agreement does notand any Ancillary Agreement to which Target is or will be a party, the consummation of the Transactions and the consummation performance by Target of its obligations hereunder and thereunder will not (i) subject to receipt of the Company Target Shareholders’ Approval, conflict with any provision of the articles of incorporation or bylaws of Target or the certificate of incorporation or bylaws, or other similar organizational documents of any of its Subsidiaries, (ii) result in any violation of or the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale breach of the Securities by the Company) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result or constitute a default (with the giving of notice or passage lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of any benefit under, or the acceleration of performance, vesting or an increase in a breach compensation or benefit required by, or the creation of any Lien upon any equity interests in or assets of Target or any of its Subsidiaries under, any of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contractlease, mortgage, lease, license, franchiseplan, guarantee, permit agreement or other authorization, right, restriction instrument or obligation to which the Company Target or any Subsidiary of its Subsidiaries is a party or by which Target or any of its Subsidiaries or any of their respective properties or assets may be bound or properties is subject or by which (iii) violate the Company or provisions of any Subsidiary is bound, (C) any Court Order Law applicable to which the Company or any Subsidiary is a party Target or any of their respective assets or properties is subject or by which its Subsidiaries, except, in the Company or any Subsidiary is bound, or (D) any Requirements case of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or clauses (ii) require the approvaland (iii), consentfor such violations, authorization or act ofbreaches, defaults, or rights of termination, cancellation or acceleration that, individually or in the making by aggregate, would not be reasonably likely to have a Material Adverse Effect with respect to Target or the Company Surviving Entity, materially impair the ability of Target to perform its obligations under this Agreement or any Subsidiary Ancillary Agreement or be reasonably likely to prevent or materially delay the consummation of any declaration, of the Transactions. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Person, including under Governmental Authority or any other Person is required in connection with the Securities Act execution and delivery of this Agreement or State Securities Lawsany Ancillary Agreement to which Target is or will be a party and the consummation of the Transactions by Target and the performance by Target of its obligations hereunder or thereunder, except for (i) the Shareholder filing with the Securities and Exchange Commission (the “SEC”) of the Proxy Statement/Prospectus in definitive form and the filing and declaration of effectiveness of the F-4, (ii) the receipt of the Target Shareholders’ Approval, (iii) such filings, authorizations or approvals as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (iv) the filing of the Proxy StatementStatement of Merger, (v) any consents, authorizations, approvals, filings or exemptions in connection with applicable stock exchange rules and (vi) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the filing transfer of an amendment interests in or change of control of ownership of mining properties and (y) the failure of which to be obtained or made, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect with respect to Target or the Surviving Entity, materially impair the ability of Target to perform its obligations under this Agreement or any Ancillary Agreement or be reasonably likely to prevent or materially delay the consummation of any of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this AgreementTransactions.

No Violation; Consents and Approvals. The (a) Assuming receipt of those approvals and consents set forth in Section 3.6(b) of the Disclosure Letter, the execution and delivery by the Company WIN of this Agreement does notand by WIN, Holdings and the Division Subsidiaries of such of the Ancillary Agreements to which WIN, Holdings and each such Division Subsidiary is a party do not in any material respect, and the consummation by the Company performance of any of the transactions contemplated hereby their respective obligations hereunder and thereunder and compliance by the Company with the terms, conditions terms hereof and provisions hereof (including the offer and sale of the Securities by the Company) thereof will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Splitnot in any material respect, conflict with, violate, or result (with the giving in any violation of notice or passage of time or both) in a breach of the terms, conditions or provisions ofdefault under, or constitute give rise to a default, an event right of default or an event creating rights of acceleration, termination or cancellation or a loss of rights undercancellation, or result in the creation or imposition of any Encumbrance Lien upon any of the material properties or assets of WIN, Holdings or properties the Division Subsidiaries under, (i) any provision of the Company or any Subsidiary under (A) the articles certificate of incorporation or certificate bylaws of formation WIN, Holdings or the by-laws or limited liability company agreement, each as applicable, any of the Company Division Subsidiaries, (ii) any material judgment, order or decree, or Law applicable to WIN, Holdings or any Subsidiaryof the Division Subsidiaries, or (Biii) any material note, instrumentbond, agreementindenture, contractReal Property Lease, mortgagepermit, lease, license, franchise, guarantee, permit franchise or other authorizationinstrument or obligation, rightor any Material Contract, restriction or obligation to which the Company WIN, Holdings or any Subsidiary of the Division Subsidiaries is a party or by or to which WIN, Holdings or any of the Division Subsidiaries or any of their respective properties or assets is bound or properties is subject subject, but excluding any contracts, agreements or by which arrangements as are listed in Section 6.2 of the Company Disclosure Letter. (b) Other than those arising under any contracts, agreements or arrangements as are listed in Section 6.2 of the Disclosure Letter, no material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, or any Subsidiary third party, is boundrequired to be obtained or made by or with respect to WIN, (C) Holdings or any Court Order of the Division Subsidiaries in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which the Company WIN, Holdings or any each such Division Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is boundparty, or the consummation by WIN, Holdings or each such Division Subsidiary of the transactions contemplated hereby, except: (Di) any Requirements compliance with and filings under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of Law applicable to 1976, as amended (the Company or any Subsidiary or any of their respective assets or properties; or “HSR Act”) and (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including compliance with and filings under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement).

No Violation; Consents and Approvals. (a) The execution and delivery by the Company of this Agreement and the Seller Related Instruments does not, and the consummation by the Company of any of the transactions contemplated hereby or thereby and compliance by the Company with the terms, conditions and provisions terms hereof (including the offer and sale of the Securities by the Company) or thereof will not: not (i) after giving effect violate or be in conflict with (A) any provision of the Organizational Documents of any Seller Entity or (B) any Law applicable to the Shareholder Approvalany Seller Entity, the Amendment and Asset Management Business or the Reverse Split, Asset Management Assets or (ii) conflict in any material respect with, violateor result in any material violation of or constitute a material default (or an event or condition which, result (with the giving of notice or passage lapse of time or both, would constitute a material default) in a breach of the terms, conditions or provisions ofunder, or constitute a default, an event result in the termination of default or an event creating rights of acceleration, termination or cancellation or a loss of rights and benefits under, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any Encumbrance upon Lien under, any of the assets or properties of the Company or any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit Contract or other authorizationinstrument or obligation, rightcommitment, undertaking, arrangement or restriction of any kind or obligation character to which the Company or any Subsidiary Seller Entity is a party or by which any Seller Entity may be bound or affected or to which any of their respective assets the Asset Management Assets or properties is subject the Asset Management Business may be subject. (b) Except as set forth in Section 4.04(b) of the Seller Disclosure Schedule, and except for compliance with the HSR Act, no consent, approval, order or by which the Company authorization of, or notice to, or registration, declaration or filing with, any Governmental Entity or any Subsidiary third party is boundrequired to be obtained or made by or with respect to any Seller Entity in connection with the execution and delivery of this Agreement or the Seller Related Instruments or the consummation by any Seller Entity of the transactions contemplated hereby or thereby or to enable Buyer after each of the Applicable Closing to (i) conduct the Asset Management Business, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (ii) require transfer the approval, consent, authorization Transferred Accounts to Buyer or act of, or (iii) continue to service the making Transferred Accounts in the geographic areas and in a manner consistent with that in which the Transferred Accounts currently are serviced by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this AgreementCompany.

No Violation; Consents and Approvals. The Neither the execution and delivery by the Company of this Agreement does notby Seller, and nor the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the termshereby, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: (i) do or would after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result (with the giving of notice or passage the lapse of time or both, (a) violate, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a defaultdefault under, an event the certificate of default incorporation, certificate of formation, bylaws, limited liability corporation agreement or an event creating rights other similar governing documents of accelerationSeller, termination CMI or cancellation CEL; (b) violate or a loss conflict with U.S. federal, state or local law or violate or conflict in any material respect with any foreign law, statute, regulation or court or administrative order or process; (c) result in the creation of, or give any party the right to create, any Lien upon the CMI Membership Interests or the CEL Shares or any material assets of rights underCMI or CEL; (d) violate or conflict with in any material respect, or result in the creation or imposition loss of any Encumbrance upon material right with respect to or result in a material breach of, or constitute a material default under, or terminate or give any of party the assets right to terminate, amend, abandon or properties of the Company or refuse to perform any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation Material Contract to which the Company CMI or any Subsidiary is a party or any of their respective assets or properties CEL is subject or by which the Company bound; (e) modify in any material respect or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is boundaccelerate, or (D) give any Requirements of Law applicable party thereto the right to modify in any material respect or accelerate, the Company or any Subsidiary or any of their respective assets or properties; or (ii) require the approval, consent, authorization or act oftime within which, or the making terms under which, any party is to perform any duties or obligations or receive any rights or benefits under any agreement or contract affecting the CMI Membership Interest or the CEL Shares; (f) result in any Group Company losing the benefit of a Permit held or enjoyed by Seller or that Group Company as of the Company date of this Agreement in any applicable jurisdiction or any Subsidiary (g) result in the loss of the benefit of any declaration, filing asset of CMI or registration with, any Person, including under the Securities Act or State Securities LawsCEL, except for such loss as would not reasonably be expected to be material to the Shareholder Approval, the filing business of the Proxy StatementGroup as currently conducted. All consents, approvals, authorizations and other requirements prescribed by law, rule or regulation that are necessary for the filing execution and delivery by Seller of an amendment this Agreement or the consummation by Seller of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this AgreementAgreement have been obtained and satisfied, other than as required under the antitrust, trade regulation or competition laws of any jurisdiction or as would not reasonably be expected to have a material adverse effect on the ability of Seller to consummate the transactions contemplated hereby.

No Violation; Consents and Approvals. The execution and delivery by the Company of this Agreement does not, and the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result (with the giving of notice or passage of time or both) in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the material assets or properties of the Company or any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and ), the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement, as applicable and filings that may be required by the rules and regulations of the NASDAQ Stock Market LLC.

No Violation; Consents and Approvals. The (a) Neither the execution and delivery of this Agreement or any Document, agreement or instrument contemplated hereby by the Company of this Agreement does not, and nor the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) or thereby will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, or result (with the giving of notice in any violation or passage of time or both) in a breach of the terms, conditions or provisions of, or constitute a defaultdefault (or give rise to any right of termination, an event modification (including, in the case of default or an event creating rights leases, any change in the amount of accelerationrent), termination or cancellation or a loss of rights under, acceleration or result in the creation or imposition of (with or without notice or lapse of time, or both), of any Encumbrance Liens upon any of the properties or assets or properties the Company or its Subsidiaries) under, (i) the Restated Certificate of Incorporation or Bylaws of the Company or similar organizational and governance documents of any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreementits Subsidiaries, each as applicable, of the Company or any Subsidiaryamended, (Bii) the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, agreementpermit, contractconcession, mortgage, lease, license, franchise, guarantee, permit franchise or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law license applicable to the Company or any Subsidiary of its Subsidiaries or to their properties or assets, or (iii) any permit, license, approval, franchise, or other governmental or regulatory authorization held or used by or binding upon the Company or any of its Subsidiaries or their respective assets properties or properties; or assets, other than, in the case of clauses (ii) require or (iii), any such conflicts, violations, breaches, defaults, rights or Liens that, individually or in the aggregate, reasonably could not be expected to have a Material Adverse Effect. (b) No consent, approval, consent, order or authorization or act of, or registration, declaration or filing with, (w) the making stockholders of the Company, (x) any Federal, state, local or foreign governmental or regulatory entity (or any department, agency, authority or political subdivision thereof) or court or arbitrator, domestic or foreign (an "Authority"), (y) the Nasdaq National --------- Market ("NASDAQ"), or (z) any third party, is required by the Company or any Subsidiary of any declarationits Subsidiaries in connection with the execution and delivery of this Agreement or each other Document, filing agreement or registration with, any Person, including under instrument contemplated hereby by the Securities Act Company or State Securities Laws, except for the Shareholder Approval, consummation by the filing Company of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement, except for (i) the filing with the Securities and Exchange Commission ("SEC") of a notice on Form D or such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement or any other Document or instrument contemplated hereby and the transactions contemplated hereby or thereby, (ii) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware pursuant to the Delaware General Corporation Law (the "DGCL"), (iii) applicable state "blue sky" filings, if any, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings, which have been obtained or made or the failure of which to be obtained or made, individually or in the aggregate, reasonably could not be expected to have a Material Adverse Effect.

No Violation; Consents and Approvals. The execution Except as provided in Schedule 2.3, neither the execution, delivery and delivery performance by the Company Sellers of this Agreement does not, and or the Ancillary Agreements nor the consummation by the Company of any Sellers of the transactions contemplated hereby and thereby and compliance by the Company Sellers with the terms, conditions terms hereof and provisions hereof (including the offer and sale of the Securities by the Company) thereof will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, violate or result (with the giving of notice or passage of time or both) in a any breach of the terms, conditions or provisions of Sellers' certificates of incorporation or by-laws, (ii) assuming all required consents are obtained on or prior to Closing, conflict with, violate or result in any breach of, or constitute a default, an event default or loss of default any right under or an event creating rights which, with the lapse of accelerationtime or notice or both, termination would result in a default or cancellation or a loss of rights under, any right under or result in the creation or imposition of any Encumbrance security interest upon any of the assets Assets (or properties give rise to any right of termination, cancellation or acceleration) under, any of the Company terms, conditions or provisions of any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any notelease, instrument, agreementobligation, contract, mortgage, lease, license, franchise, guarantee, permit understanding or other authorization, right, restriction or obligation arrangement to which the Company or any Subsidiary is Sellers are a party or by which Sellers or any of their respective assets the Assets may be bound or properties is subject subject, except for such defaults, losses (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained, (iii) assuming all required consents are obtained on or prior to Closing, violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Sellers or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective its properties or assets may be bound or properties is subject or by which the Company or any Subsidiary is boundsubject, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (iiiv) require the approvalany filing (other than as may be required to transfer any Permit), consentdeclaration or registration with, authorization or act permit, consent or approval of, or the making by giving of any notice to, any public, governmental or regulatory body, agency or authority; excluding from the Company foregoing clauses (ii), (iii) and (iv) such conflicts, violations, breaches and defaults which, and filings, declarations, registrations, permits, consents, approvals and notices the absence of which, either singly or in the aggregate, would not have a Material Adverse Effect. With respect to any Ancillary Agreements or any Subsidiary of undertaking with respect to any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder ApprovalAncillary Agreements, the filing representations made in this Agreement shall be limited to such of the Proxy Statement, the filing of an amendment of the Articles of Incorporation Sellers as are a signatory to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreementany such Ancillary Agreements.